UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): May 8, 2008

FLO CORPORATION

(Exact name of registrant as specified in its charter)

14000 Thunderbolt Place, Building R

Chantilly, Virginia 20151

(Address of principal executive offices)

(703) 889-5432

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

As used in this current report on Form 8-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “FLO” refer to FLO Corporation, a Delaware corporation.

Amendment to Unisys Asset Purchase Agreement

On May 8, 2008, we amended our asset purchase agreement with Unisys Corporation under which we agreed to purchase certain assets related to Unisys’s rtGO Registered Traveler, or RT, business to provide that $1.0 million of the $5.25 million purchase price will be paid in the form of a promissory note. The note would bear interest at 12% per annum and would be due August 8, 2009. Upon an event of default under the note, we would be required to pay to the holder, in cash on demand, interest at 18% per annum on the outstanding principal balance from the date of such event of default until it is cured. In addition, upon an event of default, the holder would have the right to declare due and payable the entire unpaid principal balance and all accrued and unpaid interest. The amendment does not affect our existing teaming agreements and other agreements with Unisys in connection with our proposals to various airports for the design and implementation of a Registered Traveler program.

Convertible Note Financing

On May 8, 2008, we completed a closing of a private placement to accredited investors of 12% senior convertible notes. The notes we issued in connection with the closing were for an aggregate amount of approximately $5.5 million in principal and are due May 8, 2010. This amount is in addition to approximately $1.6 million in principal amount of notes we issued on April 3, 2008 in an initial closing of the financing, for a total of approximately $7.1 million. In connection with the closing, we also issued warrants to purchase up to approximately 6.8 million shares of our common stock at an exercise price of $0.75 per share and warrants to purchase up to approximately 5.5 million shares of our common stock at an exercise price of $0.60 per share. The warrants are exercisable for a period of five years or, in the case of the $0.60 warrants, the earlier of five years or nine months after the date that a registration statement covering the resale of the underlying shares under the Securities Act of 1933 is declared effective by the SEC.

Interest on the notes is payable quarterly commencing on July 1, 2008. We may pay interest in cash or additional notes, at our discretion. Upon an event of default, we have agreed to pay to the holder, in cash on demand, interest at 15% per annum on the outstanding principal balance from the date of such event of default until it is cured. In addition, upon an event of default, a holder of a note may declare due and payable the entire unpaid principal balance and all accrued and unpaid interest or demand that such amount be converted into shares of common stock at the conversion rate then in effect. The notes contain standard events of default and remedies, including acceleration, as well as a 110% prepayment obligation in the event of certain major transactions. If we fail to comply with a proper conversion demand, we may be required to pay monetary damages to the holder. Under certain limited circumstances, we may be required to prepay the notes in cash at the greater of 125% of principal or (if conversion is unavailable) a market-based conversion value, plus any other amounts due.

Holders may convert their notes into shares of our common stock at any time at the conversion rate then in effect. The notes will automatically convert into shares of our common stock at the conversion rate then in effect on the first date after November 8, 2008 on which the closing price of our common stock has exceeded $3.00 for twenty consecutive trading days. The initial conversion rate is $0.80, subject to customary adjustments for stock splits, dividends, reclassifications, reorganizations, mergers and similar transactions. In general, if we issue additional securities linked to our common stock for a price per share of such common stock below the then applicable conversion rate, the conversion rate will be reduced to such price, except that any such reductions in the conversion rate will be made on a volume weighted-average basis for any such issuances we make after we raise an additional $10 million in an equity or equity-linked financing with a price of at least $0.80 per share. If the 20-day volume weighted-average price per share at which our common stock is traded or quoted on the first anniversary of the date of issuance of the notes is less than the then applicable conversion rate, the conversion rate will be reset to the greater of $0.50 or such weighted-average price.

In connection with the closing, we entered into exchange agreements with certain holders of shares of our Series A preferred stock who purchased notes in an amount at least equal to 30% of the stated value of such holder’s shares of Series A preferred stock. Pursuant to the exchange agreements, we agreed (1) to exchange each such holder’s shares of Series A preferred stock (together with the dividends accrued thereon) for shares of our Series B

preferred stock, (2) to issue each such holder warrants to purchase a number of shares of our common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share, and (3) to amend each such holder’s Series A-1 warrants and Series A-2 warrants to reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The warrants are exercisable for a period of five years or, in the case of the $0.60 warrants, the earlier of five years or nine months after the date that a registration statement covering the resale of the underlying shares under the Securities Act of 1933 is declared effective by the SEC.

Burnham Hill Partners, a division of Pali Capital Inc., acted as lead placement agent for the financing. Under the terms of our engagement agreement, for services rendered as placement agent, we agreed to pay Burnham Hill Partners and certain other placement agents a cash fee equal to 10% of the gross proceeds that we receive in the financing, to issue to Burnham Hill Partners and certain other placement agents warrants to purchase up to 10% of the number of shares of our common stock initially issuable upon conversion of the notes issued in the financing, at an exercise price of 105% of the initial conversion price of the notes, to issue to Burnham Hill Partners and certain other placement agents warrants to purchase up to 10% of the number of shares of our common stock issuable upon exercise of the warrants issued in the financing, at an exercise price of 105% of the exercise price of such warrants, and to pay Burnham Hill Partners a cash fee equal to 5% of the gross proceeds we receive upon cash exercises of the warrants issued in the financing, in each case excluding funds received from, or securities issued or issuable to, identified purchasers. In connection with the financing, we agreed to issue warrants to purchase up to approximately 2.5 million shares of our common stock to the placement agent.

In connection with the closing, we entered into a registration rights agreement pursuant to which we agreed to file with the SEC, within 45 days of closing, a registration statement covering the resale of the shares of common stock issuable upon exercise of the warrants we issued in the financing.

The foregoing description of the financing and related documents does not purport to be complete and is qualified in its entirety by reference to the complete copies of the form of note, the forms of warrants, the form of amended Series A-1 warrant, the form of amended Series A-2 warrant, the note and warrant purchase agreement, the exchange agreement, the registration rights agreement and the engagement agreement, which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

As previously disclosed, we completed an initial closing on April 3, 2008. In connection with the closing on May 8, 2008, we amended the initial conversion rate of the notes issued in the initial closing to $0.80 and made related changes to the $0.75 warrants issued to each purchaser in the initial closing so that the number of shares of common stock issuable upon their exercise is equal to the purchase price paid by the purchaser in that closing divided by 0.80. As a result, approximately 2.0 million shares of common stock are now issuable upon exercise of such warrants.

Agreements with Unisys

On May 8, 2008, as described under Item 2.01, we closed the transactions contemplated by our asset purchase agreement with Unisys Corporation with respect to our acquisition of Unysis’s rtGO assets. In connection with that closing, we issued Unisys the promissory note described above under “Amendment to Unisys Asset Purchase Agreement,” and we entered into an intellectual property license agreement, a services agreement and a subscription renewal fee agreement with Unisys.

Pursuant to the intellectual property license agreement, Unisys retained the right to use certain of the intellectual property we acquired in the rtGO acquisition for purposes outside of a field of use specified in the agreement, and Unisys granted us a license, within the field of use on a word-wide basis, to the intellectual property that we did not acquire in the rtGO acquisition but that was used in or is necessary to the conduct of the rtGO business. The field of use generally includes the U.S. Transportation Security Administration’s Registered Traveler Program that provides secure access and/or expedited security screening for passengers using an RT card or other medium or method, programs that use the RT Central Information Management System operated by the American Association of Airport Executives to process enrollments by passengers to a program directed at facilitating secure access and/or expedited security screening, and any other program that is a natural extension of such programs for which a natural person pays a fee to the service provider to participate in the program, all in the United States.

Pursuant to the services agreement, the parties agreed that we would purchase services from Unisys in the aggregate amount of $3.5 million over a four-year period following the closing of the asset acquisition, $2.0 million of which services are to be purchased within the first two years of such period. The services to be provided by Unisys pursuant to the agreement include services related to the delivery of the assets transferred in the rtGO acquisition as well as ongoing support services with respect to the rtGO assets.

Pursuant to the subscription renewal fee agreement, we agreed to pay Unisys $5.75 for each renewal of a registered traveler’s subscription with us within a field of use similar to that described above in connection with the intellectual property license agreement, during the period from May 8, 2008 until December 31, 2015.

The foregoing description (and that contained below) of the transactions with Unisys and related documents does not purport to be complete and is qualified in its entirety by reference to the complete copies of amendment No. 5 to the asset purchase agreement, the note issued to Unisys, the intellectual property license agreement, the services agreement and the subscription renewal fee agreement, which are attached hereto as Exhibits 10.5, 4.6, 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference.

On May 8, 2008, we completed our acquisition of certain assets related to the Registered Traveler business of Unisys Corporation, operating under the name “rtGO,” in exchange for $5.25 million. Payment of the purchase price included $4.25 million in cash and a promissory note with a principal amount of $1.0 million. The promissory note bears interest at 12% per annum and is due August 8, 2009. We had previously remitted to Unisys cash deposits in an aggregate amount of $2.2 million, all of which was applied to the purchase price of the assets. The assets we acquired include enrollment and verification kiosks and related equipment, intellectual property, prepaid memberships, the designation and certification of Unisys’s Registered Traveler technology under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002 and certain material contracts used in Unisys’s rtGO Registered Traveler business.

The information set forth in Item 1.01 and Item 2.01 is incorporated by reference into this Item 2.03.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The convertible notes, warrants, Series B preferred stock, amended Series A-1 warrants, and amended Series A-2 warrants were each offered and sold to accredited investors in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 4.1

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FLO CORPORATION

Senior Convertible Promissory Note

due                     , 2010

For value received, FLO Corporation, a Delaware corporation (the “Maker”), hereby promises to pay to the order of                                  (together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of                              ($            ), together with interest thereon. Concurrently with the issuance of this Note, the Maker is issuing separate convertible promissory notes (the “Additional Notes”) to separate purchasers (the “Additional Holders”) in the aggregate principal amount of up to $8,500,000 (inclusive of this Note).

All payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder set forth in the Purchase Agreement (as defined below) or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s account, instructions for which are attached hereto as Exhibit A. The outstanding principal balance of this Note shall be due and payable on                 , 2010 (the “Maturity Date”) or at such earlier time as provided herein.

ARTICLE I

Section 1.1 Purchase Agreement. This Note has been executed and delivered pursuant to the Note and Warrant Purchase Agreement dated as of                 , 2008 (the “Purchase Agreement”), by and among the Maker and the purchasers listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

Section 1.2 Interest. Beginning on the issuance date of this Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear interest, in arrears, at a rate per annum equal to twelve percent (12%), payable quarterly commencing on July 1, 2008 and on the first business day of each following quarter at the option of the Maker in cash or Additional Notes, which shall also each mature on the Maturity Date (the “Ordinary Interest”). Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months and shall accrue commencing on the Issuance Date. Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), then to the extent permitted by law, in lieu of the Ordinary Interest, the Maker will pay interest in cash to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of fifteen percent (15%) and the maximum applicable legal rate per annum.

Section 1.3 Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.4 Transfer. This Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.5 Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof) and a standard indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1 Events of Default. The occurrence of any of the following events shall be an “Event of Default” under this Note:

(a) the Maker shall fail to make any principal or interest payments on the date such payments are due and such default is not fully cured within five (5) business days after the occurrence thereof; or

(b) the Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8(a) hereof) or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock; or

(c) the Maker shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note or any interest accrued and unpaid, or (ii) make the payment of any fees and/or liquidated damages under this Note or the other Transaction Documents, which failure in the case of items (i) and (ii) of this Section 2.1(c) is not remedied within five (5) business days after the incurrence thereof; or

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(d) default shall be made in the performance or observance of (i) any material covenant, condition or agreement contained in this Note (other than as set forth in clause (f) of this Section 2.1) and such default is not fully cured within five (5) business days after the Holder delivers written notice to the Maker of the occurrence thereof or (ii) any material covenant, condition or agreement contained in the Purchase Agreement or any other Transaction Documents which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within five (5) business days after the Holder delivers written notice to the Maker of the occurrence thereof; or

(e) any material representation or warranty made by the Maker herein or in the Purchase Agreement or any other Transaction Documents shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or

(f) the Maker shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or

(g) a proceeding or case shall be commenced in respect of the Maker, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker and shall continue undismissed, or unstayed and in effect for a period of thirty (30) days; or

(h) the failure of the Maker to instruct its transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 of the Securities Act and issue such unlegended certificates to the Holder within ten (10) business days of the Holder’s request so long as the Holder has complied with Section 5.1 of the Purchase Agreement; or

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(i) the failure of the Maker to pay any other amounts due to the Holder herein or any other Transaction Document, and not otherwise addressed un this Section 2.1, within five (5) business days of the date such payments are due.

Section 2.2 Remedies Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

ARTICLE III

CONVERSION; ANTIDILUTION; PREPAYMENT

Section 3.1 Conversion.

(a) Optional Conversion. At any time on or after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the “Conversion Option”), into such number of fully paid and non-assessable shares of Common Stock (the “Conversion Rate”) as is determined by dividing (x) that portion of the outstanding principal balance plus any accrued but unpaid interest under this Note as of such date that the Holder elects to convert by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of conversion (the “Conversion Notice”), duly executed, to the Maker (facsimile number (425) 278-1299, Attn.: Chief Executive Officer, with a copy to facsimile number 206-839-4801, Attn.: W. Michael Hutchings, Esq.) (the “Optional Conversion Date”), provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.6 below. The Holder shall deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of each Conversion Date.

(b) Mandatory Conversion. On the Mandatory Conversion Date (as defined below), this Note shall automatically and without any action on the part of the Holder, convert into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (x) that portion of the outstanding principal balance plus any accrued but unpaid interest under this Note as of the Mandatory Conversion Date by (y) the Conversion Price then in effect on the Mandatory Conversion Date, provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.6 below. As used herein, “Mandatory Conversion Date” shall be the first date on or after                 , 2008 that the Closing Bid Price (as defined

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below) of the Common Stock has exceeded $3.00 (as adjusted for stock splits, stock dividends, combinations and similar transactions) for twenty (20) consecutive trading days. The Mandatory Conversion Date and the Voluntary Conversion Date collectively are referred to in this Note as the “Conversion Date.” Notwithstanding the foregoing to the contrary, the Note shall automatically convert pursuant to this Section 3.1(b) only if (1) the Conversion Shares are eligible to be sold under Rule 144 of the Securities Act (2) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), and (3) the Maker is in material compliance with the terms and conditions of this Note and the other Transaction Documents. The term “Closing Bid Price” shall mean, on any particular date, the last closing bid price per share of the Common Stock on such date quoted on the OTC Bulletin Board or any registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the last closing bid price on such exchange or quotation system on the date nearest preceding such date.

Section 3.2 Conversion Price.

(a) The term “Conversion Price” shall mean $0.80, subject to adjustment under Section 3.6 hereof.

Section 3.3 Mechanics of Conversion.

(a) Not later than three (3) Trading Days after any Conversion Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, such number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker.

(b) The Maker understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. Subject to Section 3.3(d) hereof, if the Maker fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any

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accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Except as set forth in Sections 3(c) and 3(d), the remedy provided by this Section 3.3(b) is exclusive and Holder shall have no other right to pursue any remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief) arising out of the same occurrence or series of related occurrences that gave rise to this remedy. Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn.

(c) Subject to Section 3.3(d) hereof, if the Maker fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall (1) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Maker was required to deliver to the Holder in connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Maker. The remedy provided by this Section 3.3(c) is exclusive and Holder shall have no other right to pursue any remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief) arising out of the same occurrence or series of related occurrences that gave rise to this remedy.

(d) Notwithstanding the foregoing, the remedies provided by Sections 3.3(b) and (c) shall be exclusive of each other and shall not both be available with respect to any single occurrence or series of related occurrences. If the remedies provided by both Sections 3.3(b) and (c) would otherwise be available with respect to an occurrence or series of related occurrences, then Holder, in its sole discretion, must elect which one shall apply. Notwithstanding the foregoing, in the event that the Holder is an Insider Purchaser, then subsections (b) and (c) of this Section 3.3 shall not apply and shall have no force or effect. An “Insider Purchaser” means a Holder who is a director or executive officer of the Maker.

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Section 3.4 Ownership Cap and Certain Conversion Restrictions.

(a) Notwithstanding anything to the contrary set forth in Section 3 of this Note, but subject to Section 3.4(c) hereof, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock beneficially owned (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder) by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.9% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with sixty-one (61) days notice (pursuant to Section 4.1 hereof) (the “Waiver Notice”) that the Holder would like to waive this Section 3.4(a) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3.4(a) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice.

(b) Notwithstanding anything to the contrary set forth in Section 3 of this Note, but subject to Section 3.4(c) hereof, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock beneficially owned (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock outstanding at such time.

(c) In the event the Holder is unable to fully convert this Note in connection with a conversion election following the delivery of a Maker’s Prepayment Notice pursuant to Section 3.7(k) hereof due to the restrictions set forth in this Section 3.4, such holder may elect to receive, in lieu of shares of Common Stock, Series C Convertible Preferred Stock of the Company convertible into the number of shares of Common Stock that would have been delivered to such holder but for the limitations set forth in this Section 3.4(a). The foregoing sentence shall not preclude the Holder from providing a Waiver Notice. In the event the Holder is unable to fully convert this Note in connection with a mandatory conversion pursuant to Section 3.1(b) hereof, such holder shall receive, in lieu of shares of Common Stock, Series C Convertible Preferred Stock of the Company convertible into the number of shares of Common Stock that would have been delivered to such holder but for the limitations set forth in this Section 3.4(a). “Series C Convertible Preferred Stock” means a series of non-voting preferred stock of the Maker with terms such that a holder thereof shall not be deemed a beneficial owner (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) of the Common Stock issuable upon conversion thereof, and otherwise with terms similar to the Common Stock. Any determinations as to whether the Holder is unable to fully convert this Note as a result of the provisions of this Section 3.4 shall be in the sole discretion of the Holder; provided, however, that in the absence of a written notice of such a determination delivered by the Holder to the Maker prior to any event requiring such a determination, the Maker may make such determination its sole discretion and shall have no liability to Holder for any errors in such determination.

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Section 3.5 Intentionally Omitted.

Section 3.6 Adjustment of Conversion Price.

(a) The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Adjustments for Stock Splits and Combinations. If the Maker shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Maker shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.6(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii) Adjustments for Certain Dividends and Distributions. If the Maker shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such dividend or other distribution is not fully paid or if such dividend or other distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iii) Adjustment for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock

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receivable thereon, the number of securities of the Maker which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3.6(a)(iii) with respect to the rights of the holders of this Note and the Additional Notes; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.6(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.6(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.6(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.6(a)(iv)), or a merger or consolidation of the Maker with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity immediately after such merger or consolidation, or the sale of all or substantially all of the Maker’s properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change, (A) if the surviving entity in any such Organic Change is a public company whose common stock is registered pursuant to the Exchange Act of 1934 and its common stock is listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Maker or any successor corporation resulting from Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company whose common stock is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, a national automated quotation system or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.7(b) hereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3.6(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the

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provisions of this Section 3.6(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note and the Additional Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable.

(vi) Adjustments for Issuance of Additional Shares of Common Stock.

(1) In the event the Maker, shall, at any time, from time to time, issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) (“Additional Shares of Common Stock”), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the per share price paid for such additional shares of Common Stock; provided, however, that, notwithstanding the foregoing, if, subsequent to the Issuance Date and prior to such issuance and sale, the Maker shall have completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $0.80 per share, then the Conversion Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying each of the Conversion Price then in effect by a fraction:

(A) the numerator of which shall be equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Conversion Price then in effect, and

(B) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock.

(2) The provisions of paragraph (1) of Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the Conversion Price shall be made under paragraph (1) of Section 3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii).

(vii) Issuance of Common Stock Equivalents. If the Maker, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Promissory Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, other than those issued in connection with the issuance of the Note and the Additional Notes (collectively, the “Common Stock Equivalents”), and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common

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Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the applicable Conversion Price then in effect, or if, after the Issuance Date, the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any Common Stock Equivalent is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price with respect to such Common Stock Equivalent be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the Conversion Price upon each such issuance or amendment shall be reduced to a price equal to the Aggregate Per Common Share Price; provided, however, that, notwithstanding the foregoing, if, subsequent to the Issuance Date and prior to such issuance or adjustment, the Maker shall have completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $0.80 per share, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (vi) of this Section 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock immediately issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of such Convertible Security or Common Stock Equivalent.

(viii) Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:

(1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or

(2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction

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was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

(ix) Market Reset. On             , 2009 (the “Reset Date”), if the VWAP (as defined below) for the twenty (20) Trading Days preceding the Reset Date (the “20-Day VWAP Reset Price”) is less than the then applicable Conversion Price, then the Conversion Price shall, as of the Reset Date, be reduced to an amount equal to the greater of (a) the 20-Day VWAP Reset Price or (b) $0.50. “VWAP” means, for any date, (i) the daily volume weighted average price of the Common Stock for such date on the OTC Bulletin Board as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (iii) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors.

(b) Record Date. In case the Maker shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(c) Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Maker shall not be required to make any adjustment to the Conversion Price in connection with: (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation; (ii) securities issued or issuable pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof (so long as the conversion or exercise price in such securities are not amended, except in connection with the issuance of the Promissory Notes and Warrants, to lower such price and/or adversely affect the Holders), pursuant to the conversion of the Series C Convertible Preferred Stock, or in connection with the issuance of the Promissory Notes (including, without limitation, pursuant to the Purchase Agreement or that certain Exchange Agreement, dated as of             , 2008, by and among the Maker and the holders signatory thereto (the “Exchange Agreement”), or otherwise in connection with the conversion of Maker’s Series A Preferred Stock); (iii) securities convertible into Common Stock issued in lieu of cash interest payments to holders of the Maker’s securities entitled to interest; (iv) securities issued in connection with bona fide strategic collaborations, development agreements or licensing transactions approved by the Board; (v) securities issued to financial institutions or lessors in connection with commercial credit

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arrangements, equipment financings or similar transactions approved by the Maker’s board of directors; (vi) securities issued or issuable pursuant to any Maker stock option, stock purchase or other equity incentive plan or agreement approved by the Maker’s board of directors; (vii) any securities issued to any placement agent and/or its designees in connection with any offering or financing of the Maker; (viii) subject to the other provisions of this Section 3.6, securities issued pursuant to any dividends or other distributions on the Maker’s securities, any subdivision of outstanding securities into a greater number of such securities, or any combination of outstanding securities into a smaller number of such securities; (ix) securities issued pursuant to a bona fide firm underwritten public offering of the Maker’s securities; (x) securities issuable as a result of the application of similar antidilution provisions in respect of any other securities; (xi) such additional securities as are designated in writing as not requiring any adjustment to the Conversion Price by holders of a majority of the then aggregate outstanding principal amount of this Note taken together with the Additional Notes; and (xii) the issuance of any securities by way of dividend or other distribution, or upon the exercise or conversion of, any securities described in clauses (i) through (xi) above. For purposes of this Note, (A) “Promissory Notes” shall mean collectively, each of the following, as the same may be amended from time to time: (1) the Note, (2) the Additional Notes, and (3) any Additional Notes issued from time to time as interest on the outstanding principal balance of the foregoing promissory notes; and (B) “Warrants” shall mean, collectively, each of the following, as the same may be amended from time to time: (A) the warrants to purchase shares of Common Stock issued in connection with the issuance of the Note and the Additional Notes; and (B) the warrants to purchase shares of Common Stock issued and outstanding on or prior to the date hereof.

(d) No Impairment. The Maker shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 3.6 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Notes as provided herein, the Maker cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless an injunction from a court, or notice, restraining or enjoining conversion of all or part of said Notes shall have been issued.

(e) Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.6, the Maker at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Maker shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

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(f) Issue Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(g) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to the product of such fraction multiplied by the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date. The term “Closing Sale Price” shall mean, on any particular date (i) the last closing sale price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the last closing sale price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last trading price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the Pink Sheets or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the Pink Sheets (or similar organization or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Maker.

(h) Reservation of Common Stock. The Maker shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common Stock so reserved shall at no time be less than one hundred twenty percent (120%) of the number of shares of Common Stock for which this Note and all interest accrued thereon is at any time convertible. The Maker shall, from time to time exercise all authority in accordance with applicable law to seek approval by stockholders to increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Maker’s obligations under this Section 3.6(h).

(i) Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

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Section 3.7 Prepayment.

(a) Intentionally Omitted.

(b) Prepayment Option Upon Major Transaction. In lieu of any other rights of the Holder contained herein arising in connection with the occurrence of a Major Transaction, simultaneous with the occurrence of a Major Transaction (as defined below), the Holder shall have the right, at the Holder’s option, to require the Maker to prepay in cash all or a portion of the Holder’s Notes at a price equal to one hundred ten percent (110%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (the “Major Transaction Prepayment Price”); provided that the Holder shall have the sole option to request payment of the Major Transaction Prepayment Price in cash or registered shares of common stock of the acquiror in a Major Transaction so long as such shares are being registered under the Securities Act in connection with the Major Transaction and the acquiror is a public company whose common stock is registered pursuant to the Exchange Act and whose common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event the Holder is an Insider Purchaser, then the Holder agrees that prepayment of this Note plus all accrued interest pursuant to this Section 3.7(b) shall be expressly subordinate to the payment in full of any Additional Notes then being prepaid pursuant to Section 3.7(b) of such Additional Notes which are held by Other Holders which are not Insider Purchasers.

(c) Prepayment Option Upon Triggering Event. In addition to all other rights of the Holder contained herein, after a Triggering Event (as defined below), the Holder shall have the right, at the Holder’s option, to require the Maker to prepay all or a portion of this Note in cash at a price equal to (1) in the case of any Holder who is an Insider Purchaser, one hundred percent (100%) of the aggregate principal amount of this Note plus all accrued and unpaid interest, or (2) in the case of any Holder who is not an Insider Purchaser, the sum of (i) the greater of (A) one hundred twenty-five percent (125%) of the aggregate principal amount of this Note and (B) in the event at such time the Holder is unable, due to the Triggering Event, to obtain the benefit of its conversion rights through the conversion of this Note and resale of the shares of Common Stock issuable upon conversion hereof in accordance with the terms of this Note and the other Transaction Documents, the aggregate principal amount of this Note, divided by the Conversion Price on (x) the date the Prepayment Price (as defined below) is demanded or otherwise due or (y) the date the Prepayment Price is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment Price is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note and the other Transaction Documents (the “Triggering Event Prepayment Price,” and, collectively with the Major Transaction Prepayment Price, the “Prepayment Price”). In the event the Holder is an Insider Purchaser, then the Holder agrees that prepayment of this Note plus all accrued interest pursuant to this Section 3.7(c) shall be expressly subordinate to the payment in full of any Additional Notes then being prepaid pursuant to Section 3.7(c) of such Additional Notes which are held by Other Holders which are not Insider Purchasers.

(d) Intentionally Omitted.

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(e) “Major Transaction.” A “Major Transaction” shall be deemed to have occurred at such time as any of the following events:

(i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.14 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker’s voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities); or

(ii) the sale or transfer of more than fifty percent (50%) of the Maker’s assets (based on the fair market value as determined in good faith by the Maker’s Board of Directors) other than inventory in the ordinary course of business in one or a series of related transactions.

(f) “Triggering Event.” A “Triggering Event” shall be deemed to have occurred at such time as any of the following events:

(i) the Maker’s notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any Notes into shares of Common Stock; or

(ii) the Maker’s failure to comply with a Conversion Notice tendered in accordance with the provisions of this Note within ten (10) business days after the receipt by the Maker of the Conversion Notice; or

(iii) the Maker deregisters its shares of Common Stock and as a result such shares of Common Stock are no longer publicly tradable; or

(iv) the Maker consummates a “going private” transaction and as a result the Common Stock is no longer registered under Sections 12(b) or 12(g) of the Exchange Act.

(g) Intentionally Omitted.

(h) Mechanics of Prepayment at Option of Holder Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier (“Notice of Major Transaction”) to the Holder of this Note. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder’s Notes then outstanding by delivering written notice thereof via facsimile and overnight courier (“Notice of Prepayment

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at Option of Holder Upon Major Transaction”) to the Maker, which Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the principal amount of the Notes that such holder is electing to have prepaid and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above.

(i) Mechanics of Prepayment at Option of Holder Upon Triggering Event. Within one (1) business day after the occurrence of a Triggering Event, the Maker shall deliver written notice thereof via facsimile and overnight courier (“Notice of Triggering Event”) to each holder of the Notes. At any time after the earlier of a holder’s receipt of a Notice of Triggering Event and such holder becoming aware of a Triggering Event having occurred, any holder of this Note may require the Maker to prepay this Note by delivering written notice thereof via facsimile and overnight courier (“Notice of Prepayment at Option of Holder Upon Triggering Event”) to the Maker, which Notice of Prepayment at Option of Holder Upon Triggering Event shall indicate (i) the amount of the Note that such holder is electing to have prepaid and (ii) the applicable Triggering Event Prepayment Price, as calculated pursuant to Section 3.7(c) above. A holder shall only be permitted to require the Maker to prepay the Note pursuant to Section 3.7 hereof for the greater of a period of ten (10) days after receipt by such holder of a Notice of Triggering Event or for so long as such Triggering Event is continuing.

(j) Payment of Prepayment Price. Each holder that has sent a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction shall promptly submit to the Maker such holder’s certificates representing the Notes that such holder has elected to have prepaid. The Maker shall deliver the applicable Triggering Event Prepayment Price, in the case of a prepayment pursuant to Section 3.7(i), to such holder within five (5) business days after the Maker’s receipt of a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.7(h), the Maker shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder’s original Note shall have been so delivered to the Maker; provided further that if the Maker is unable to prepay all of the Notes to be prepaid, the Maker shall prepay an amount from each holder of the Notes being prepaid equal to such holder’s pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Maker shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Maker pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Maker to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void with respect to those Notes submitted for prepayment and for which the

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applicable Prepayment Price has not been paid, (ii) the Maker shall immediately return any Notes submitted to the Maker by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Notes shall be adjusted to the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.7 shall have priority to payments to the Maker’s stockholders in connection with a Major Transaction.

(k) Maker Prepayment Option.

(i) At any time following             , 2008, the Maker may prepay in cash all or any portion of the outstanding principal amount of this Note together with all accrued and unpaid interest thereon upon ten (10) Trading Days prior written notice to the Holder (the “Maker’s Prepayment Notice”) at a price (the “Maker’s Prepayment Price”) equal to (A) one hundred percent (100%) of the aggregate principal amount of this Note; plus (B) any accrued but unpaid interest outstanding at such time; (C) plus an amount equal to interest at the interest rate as determined in accordance with Section 1.2 hereof on the principal amount of this Note being prepaid for a period that commences on the date of such prepayment and that terminates on the Maturity Date; provided, however, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice within such ten (10) Trading Day period following delivery of the Maker’s Prepayment Notice, the principal amount of this Note designated to be converted may not be prepaid by the Maker and shall be converted in accordance with Section 3.3 hereof; provided further that if during the period between delivery of the Maker’s Prepayment Notice and the Maker’s Prepayment Date (as defined below), the Holder shall become entitled to deliver a Notice of Prepayment at Option of Holder Upon Major Transaction or Notice of Prepayment at Option of Holder Upon Triggering Event, then such rights of the Holder, at its option, shall take precedence over the previously delivered Maker Prepayment Notice. The Maker’s Prepayment Notice shall state the date of prepayment which date shall be the eleventh (11^th) Trading Day after the Maker has delivered the Maker’s Prepayment Notice (the “Maker’s Prepayment Date”), the Maker’s Prepayment Price and the principal amount of this Note to be prepaid by the Maker. The Maker shall deliver the Maker’s Prepayment Price on the Maker’s Prepayment Date, provided, that if the Holder delivers a Conversion Notice before the Maker’s Prepayment Date, then the portion of the Maker’s Prepayment Price which would be paid to prepay this Note covered by such Conversion Notice shall be returned to the Maker upon delivery of the Common Stock issuable in connection with such Conversion Notice to the Holder. On the Maker’s Prepayment Date, the Maker shall pay the Maker’s Prepayment Price, subject to any adjustment pursuant to the immediately preceding sentence, to the Holder. If the Maker fails to pay the Maker’s Prepayment Price by the eleventh (11^th) Trading Day after the Maker has delivered the Maker’s Prepayment Notice, the Maker’s Prepayment Notice will be declared null and void ab initio and the Maker shall lose its right to prepay this Note pursuant to this Section 3.7(k). Notwithstanding the foregoing to the contrary, the Maker may effect a prepayment pursuant to this Section 3.7(k) only if (1) trading in the Common Stock shall not have been suspended without resumption by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the

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Common Stock is trading or quoted), (2) the Maker is in material compliance with the terms and conditions of this Note and the other Transaction Documents, and (3) the Holder is not in possession of any material non-public information provided by Maker and (4) the Maker shall have filed all reports required to be filed by it under the Exchange Act for the preceding 12 months.

Section 3.8 Inability to Fully Convert.

(a) Holder’s Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock pursuant to such Conversion Notice for any reason, including, without limitation, because the Maker (w) does not have a sufficient number of shares of Common Stock authorized and available or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to:

(i) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not effect the Maker’s obligations to make any payments which have accrued prior to the date of such notice);

(ii) subject to Section 3.3(d) hereof, exercise its Buy-In rights pursuant to and in accordance with the terms and provisions of Section 3.3(c) of this Note.

(b) Mechanics of Fulfilling Holder’s Election. The Maker shall promptly send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.8(a) above, a notice of the Maker’s inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is unable to fully satisfy such holder’s Conversion Notice and (ii) the amount of this Note which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section 3.8(a) above by delivering written notice via facsimile to the Maker (“Notice in Response to Inability to Convert”).

(c) Pro-rata Conversion. In the event the Maker receives a Conversion Notice from more than one holder of the Notes on the same day and the Maker can convert some, but not all, of the Notes pursuant to this Section 3.8, the Maker shall convert from each holder of the Notes electing to have its Notes converted at such time an amount equal to such holder’s pro-rata amount (based on the principal amount of the Notes held by such holder relative to the principal amount of the Notes outstanding) of all the Notes being converted at such time.

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Section 3.9 No Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other rights as a shareholder of the Maker.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The Maker will give written notice to the Holder at least five (5) days prior to the date on which the Maker takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Maker will also give written notice to the Holder at least five (5) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public.

Section 4.2 Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 4.3 Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall not be exclusive. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

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Section 4.5 Enforcement Expenses. The Maker agrees to pay all reasonable costs and expenses of enforcement and collection of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

Section 4.6 Binding Effect. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

Section 4.7 Amendments. This Note may not be modified or amended in any manner except in writing executed by the Maker and the Holder.

Section 4.8 Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

“THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.”

Section 4.9 Consent to Jurisdiction. Each of the Maker and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to

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serve process in any other manner permitted by law. Each of the Maker and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Section 4.10 Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns.

Section 4.11 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 4.12 Maker Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, to the extent allowed by applicable law, hereby waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

(a) No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

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Section 4.14 Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

“Trading Day” means any day during which The New York Stock Exchange shall be open for business.

“Transaction Documents” means this Note and the Purchase Agreement.

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Exhibit 4.6

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, FLO Corporation, a Delaware corporation (“Maker”), promises to pay to the order of Unisys Corporation, a Delaware corporation (“Lender”), the principal amount of One Million Dollars ($1,000,000), together with interest thereon at the rate of 12% per annum from the date hereof until paid, payable as follows:

The principal of this Note and interest thereon shall be payable on August 8, 2009. Interest on the principal balance hereof shall be computed based upon the actual number of days elapsed and a year of 365 days.

All of Maker’s indebtedness and obligations to Lender under this Note shall be subordinated in right of payment, to the extent set forth below, to all Maker’s indebtedness under Maker’s 12% Senior Convertible Notes due 2010 (the “Senior Notes”).

Payments of principal and interest hereunder shall be made to Lender’s account as specified by Lender in writing. Payments shall be made in same day funds.

The following shall be Events of Default under this Note:

Upon the occurrence of an Event of Default, the entire unpaid principal of this Note and the interest accrued thereon shall, at the option of Lender, become immediately due and payable.

For purposes of paragraph (2) above, “Debt” shall mean (a) indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (d) obligations as lessee under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (e) obligations created or arising under any conditional sale or other title retention document with respect to property acquired by Maker and (e) all obligations in respect of acceptances, letters of credit or similar extensions of credit.

In the event that Maker does not pay the principal hereunder when due, interest on the entire unpaid principal amount of this Note shall increase to 18% per annum.

No payment shall be made by Maker on account of principal of or interest on this Note if there shall have occurred and be continuing any default in the payment of principal, premium, if any, or interest on the Senior Notes continuing beyond the period of grace, if any, specified therein. Upon any distribution of assets of Maker upon any dissolution or winding-up or liquidation or reorganization of Maker, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due under the Senior Notes shall first be paid in full before any payment is made on account of the principal of or interest on this Note.

This Note may be prepaid at any time without premium or penalty.

Maker waives all requirements for presentment, protest, notice of protest, notice of dishonor, demand for payment and diligence in collection of this Note.

This Note shall be governed by and construed in accordance with the laws of the State of Delaware.

Exhibit 10.1

NOTE AND WARRANT PURCHASE

AGREEMENT

Dated as of                 , 2008

by and among

FLO CORPORATION

and

THE PURCHASERS LISTED ON EXHIBIT A

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

NOTE AND WARRANT PURCHASE AGREEMENT

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of                 , 2008 (this “Agreement”) is by and among FLO Corporation, a Delaware corporation (the “Company”), and each of the purchasers of the senior convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

The parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF NOTES AND WARRANTS

Section 1.1 Purchase and Sale of Notes and Warrants.

(a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) senior convertible promissory notes in substantially the form attached hereto as Exhibit B (the “Notes”) in the aggregate principal amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000), convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

(b) Upon the following terms and conditions, each Purchaser shall be issued (i) Note Warrants, in substantially the form attached hereto as Exhibit C (the “Note Warrants”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined herein) immediately issuable upon conversion of such Purchaser’s Note at an initial exercise price per share equal to $0.75 and a term of five (5) years following the initial Closing, and (ii) Short-Term Warrants, in substantially the form attached hereto as Exhibit D (the “Short-Term Warrants” and collectively with the Note Warrants, the “Warrants”), to purchase a number of shares of Common Stock equal to up to one hundred percent (100%) of the Purchase Price divided by 1.0 at an exercise price per share equal to $0.60 and a term expiring on the earlier of nine (9) months following registration of the underlying shares or five (5) years following the initial Closing. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser’s name on Exhibit A attached hereto.

Section 1.2 Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants

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for an aggregate purchase price of up to Eight Million Five Hundred Thousand Dollars ($8,500,000), which may include in-kind consideration as approved and valued by the Company’s Board of Directors (the “Purchase Price”). The closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place at the offices of DLA Piper US LLP at 10:00 a.m., Pacific time on                 , 2008 or such other date as the Purchasers and the Company may agree upon (the “Closing Date”); provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser, against payment of the Purchase Price therefore as set forth below (x) its Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto and (y) Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. Subject to the terms of the Escrow Agreement, prior to the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to an escrow account designated by the Company, and at the Closing such Purchase Price shall be released to the Company in accordance with the Company’s instructions; provided, however, that a Purchaser may alternatively deliver in-kind consideration as approved and valued by the Company’s Board of Directors. Notwithstanding anything herein to the contrary, the Company will have the right to issue and sell the Notes and Warrants in multiple closings otherwise pursuant to the terms of this Agreement, each of which shall be deemed a Closing with respect to such issuance and sale. Any such sale after the initial Closing shall be made upon the same terms and conditions as those set forth herein, and each subsequent purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such subsequent purchaser) by affixing their signatures hereto or thereto, and shall have the rights and obligations, and be treated as, a Purchaser hereunder and thereunder.

Section 1.3 Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred twenty percent (120%) of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing Date. Any shares of Common Stock issuable upon conversion of the Notes and any interest accrued and outstanding on the Notes are herein referred to as the “Conversion Shares”. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the “Warrant Shares”. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the “Securities”.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers, as of the date hereof and the Closing Date (except as set forth on the Schedule of Exceptions attached hereto with each numbered Schedule corresponding to the section number herein), as follows:

(a) Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect; provided, however, that the foregoing shall not include operating losses in the amounts contemplated by the Commission Documents (as defined in Section 2.1(f) hereof), any effect of the announcement of the transactions contemplated by this Agreement and the other Transaction Documents, or any effects of general economic conditions.

(b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Notes, the Warrants, the Registration Rights Agreement, dated as of the date hereof, substantially in the form of Exhibit G attached hereto (the “Registration Rights Agreement”), by and among the Company and the Purchasers, and the Escrow Agreement, dated as of the date hereof, substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”), by and among the Company and the escrow agent (collectively, the “Transaction Documents”) and to issue and sell the Securities in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors or stockholders is required. When executed and delivered by the Company, each of the Transaction Documents shall constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(c) Capitalization. The authorized capital stock and the issued and outstanding shares of capital stock of the Company as of the date hereof is set forth on Schedule 2.1(c) hereto. All of the outstanding shares of the Common Stock and any other outstanding security of the Company have been duly and validly authorized. Except as set forth in this Agreement or as set forth on Schedule 2.1(c) hereto, no shares of Common Stock or any other security of the Company are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth in this Agreement and as set forth on Schedule 2.1(c) hereto, there are no contracts, commitments, understandings, or arrangements by which the

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Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. Except for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities or as provided on Schedule 2.1(c) hereto, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. Except as set forth on Schedule 2.1(c) hereto, the Company is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of the Company.

(d) Issuance of Securities. The Notes and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for or issued in accordance with the terms hereof, the Notes shall be validly issued and outstanding, free and clear of all liens, encumbrances and rights of refusal of any kind. When the Conversion Shares and Warrant Shares are issued and paid for in accordance with the terms of this Agreement and as set forth in the Notes and Warrants, such shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

(e) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the performance by the Company of its obligations under the Notes and the consummation by the Company of the transactions contemplated hereby and thereby, and the issuance of the Securities as contemplated hereby, do not and will not (i) violate or conflict with any provision of the Company’s Certificate of Incorporation (the “Certificate”) or Bylaws (the “Bylaws”), each as amended to date, or any Subsidiary’s comparable charter documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries’ respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in all cases, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect (other than violations pursuant to clauses (i) or (iii) (with respect to federal and state securities laws)). Neither the Company nor any of its Subsidiaries is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents or issue and sell the Securities in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations).

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(f) Commission Documents, Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and except as set forth on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, together with the Company’s registration statement on Form 10-SB, as amended, filed with the Securities and Exchange Commission (the “Commission”), being referred to herein as the “Commission Documents”). Except as set forth on Schedule 2.1(f) hereto, as of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(g) Subsidiaries. Schedule 2.1(g) hereto sets forth each Subsidiary of the Company, showing the jurisdiction of its incorporation or organization and showing the percentage of each person’s ownership of the outstanding stock or other interests of such Subsidiary. For the purposes of this Agreement, “Subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries. All of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable. There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or any other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Subsidiary or any convertible securities, rights, warrants or options of the type described in the preceding sentence. Neither the Company nor any Subsidiary is party to, nor has any knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of any Subsidiary.

(h) No Material Adverse Change. Except as set forth in the Commission Documents or on Schedule 2.1(h) hereto, since December 31, 2007, the Company has not experienced or suffered any Material Adverse Effect.

(i) No Undisclosed Liabilities. Except as set forth in the Commission Documents, neither the Company nor any of its Subsidiaries has incurred any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses or which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

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(j) No Undisclosed Events or Circumstances. Since December 31, 2007, no event or circumstance has occurred or exists with respect to the Company or its Subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

(k) Indebtedness. Schedule 2.1(k) hereto sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(l) Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those that, individually or in the aggregate, do not cause a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

(m) Actions Pending. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or other proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary which questions the validity of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company, any Subsidiary or any of their respective properties or assets, which individually or in the aggregate, would reasonably be expected, if adversely determined, to have a Material Adverse Effect. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any Subsidiary or any officers or directors of the Company or Subsidiary in their capacities as such, which individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(n) Compliance with Law. The business of the Company and the Subsidiaries has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except for any noncompliance therewith that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries have all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it except to the extent that the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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(o) Taxes. The Company and each of the Subsidiaries has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of the Company and the Subsidiaries for all current taxes and other charges to which the Company or any Subsidiary is subject and which are not currently due and payable. None of the federal income tax returns of the Company or any Subsidiary have been audited by the Internal Revenue Service. Except as set forth on Schedule 2.1(o) hereto, the Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any Subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.

(p) Certain Fees. Except as set forth on Schedule 2.1(p) hereto, the Company has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with the Transaction Documents.

(q) Disclosure. Except for the transactions contemplated by this Agreement, the Company confirms that neither it nor any other person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that constitutes or might constitute material, nonpublic information.

(r) Operation of Business. Except as individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Company and each of the Subsidiaries owns or possesses the rights to all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations which are necessary for the conduct of its business as now conducted without any conflict with the rights of others.

(s) Books and Records; Internal Accounting Controls. The records and documents of the Company and its Subsidiaries accurately reflect in all material respects the information relating to the business of the Company and the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company or any Subsidiary. Except as set forth in the Commission Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s management, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

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(t) Material Agreements. Except as set forth on Schedule 2.1(t) hereto and except for the Transaction Documents (with respect to clause (i) of this Section 2.1(t) only) or as would not be reasonably likely to have a Material Adverse Effect, (i) the Company and each of its Subsidiaries have performed all obligations required to be performed by them to date under any written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement, filed or required to be filed with the Commission (the “Material Agreements”), (ii) neither the Company nor any of its Subsidiaries has received any notice of default under any Material Agreement and, (iii) to the best of the Company’s knowledge, neither the Company nor any of its Subsidiaries is in default under any Material Agreement now in effect.

(u) Transactions with Affiliates. There are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company, any Subsidiary or any of their respective customers or suppliers on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of its Subsidiaries, or any person owning at least 5% of the outstanding capital stock of the Company or any Subsidiary or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder which, in each case, is required to be disclosed in the Commission Documents or in the Company’s most recently filed definitive proxy statement on Schedule 14A, that is not so disclosed in the Commission Documents or in such proxy statement.

(v) Securities Act of 1933. Based in material part upon the representations herein of the Purchasers, the Company has complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Securities hereunder (except that no Form D will be filed until after the date hereof). Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy any of the Securities or similar securities to, or solicit offers with respect thereto from, or enter into any negotiations relating thereto with, any person, or has taken or will take any action so as to bring the issuance and sale of any of the Securities under the registration provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities.

(w) Employees. Neither the Company nor any Subsidiary has any collective bargaining arrangements or agreements covering any of its employees. Neither the Company nor any Subsidiary has any employment contract, agreement regarding proprietary information, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company or such Subsidiary required to be disclosed in the Commission Documents that is not so disclosed. Except as set forth on Schedule 2.1(w) hereto, no officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any Subsidiary.

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(x) Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.1(x) hereto, since December 31, 2007, neither the Company nor any Subsidiary has:

(i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto;

(ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries;

(iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business;

(iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate;

(v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business;

(vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives;

(vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;

(viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices;

(ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000;

(x) entered into any material transaction, whether or not in the ordinary course of business;

(xi) made charitable contributions or pledges in excess of $10,000;

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(xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance;

(xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or

(xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

(y) Investment Company Act Status. The Company is not, and as a result of and immediately upon the Closing will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(z) ERISA. No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan by the Company or any of its Subsidiaries which is or would be materially adverse to the Company and its Subsidiaries. The execution and delivery of this Agreement and the issuance and sale of the Securities will not involve any transaction which is subject to the prohibitions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or in connection with which a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended, provided that, if any of the Purchasers, or any person or entity that owns a beneficial interest in any of the Purchasers, is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) with respect to which the Company is a “party in interest” (within the meaning of Section 3(14) of ERISA), the requirements of Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met. As used in this Section 2.1(z), the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any Subsidiary or by any trade or business, whether or not incorporated, which, together with the Company or any Subsidiary, is under common control, as described in Section 414(b) or (c) of the Code.

(aa) Independent Nature of Purchasers. The Company acknowledges that the obligations of each Purchaser under the Transaction Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under the Transaction Documents. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Purchasers and such counsel does not represent all of the Purchasers but only such Purchaser and the other Purchasers have retained their own individual counsel with respect to the transactions contemplated hereby. The Company acknowledges that it has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Purchasers are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

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(bb) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review and since September 2007, the Company has not offered or sold any of its equity securities or debt securities convertible into shares of Common Stock other than pursuant to its 2007 Equity Incentive Plan.

(cc) Sarbanes-Oxley Act. The Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder, that are effective and intends to comply with other applicable provisions of the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder, upon the effectiveness of such provisions.

(dd) Dilutive Effect. The Company understands and acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes in accordance with this Agreement and the Notes and its obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interest of other stockholders of the Company.

(ee) DTC Status. The Company’s transfer agent is a participant in and the Common Stock is eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program. The name, address, telephone number, fax number, contact person and email address of the Company’s transfer agent is set forth on Schedule 2.1(ee) hereto.

Section 2.2 Representations and Warranties of the Purchasers. Each of the Purchasers hereby represents and warrants to the Company with respect solely to itself and not with respect to any other Purchaser as follows as of the date hereof and as of the Closing Date:

(a) Organization and Standing of the Purchasers. If the Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b) Authorization and Power. Each Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Securities being sold to it hereunder. The execution, delivery and performance of the Transaction Documents by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as

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the case may be, is required. When executed and delivered by the Purchasers, the other Transaction Documents shall constitute valid and binding obligations of each Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(c) No Conflict. The execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby and hereby do not and will not (i) violate any provision of the Purchaser’s charter or organizational documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Purchaser is a party or by which the Purchaser’s respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Purchaser or by which any property or asset of the Purchaser are bound or affected, except, in all cases, other than violations pursuant to clauses (i) or (iii) (with respect to federal and state securities laws) above, except, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Purchaser’s ability to perform its obligations under the Transaction Documents.

(d) Acquisition for Own Account. Each Purchaser is purchasing the Securities solely for its own account and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Each Purchaser acknowledges that it (i) has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser’s investment in the Company, (ii) is able to bear the financial risks associated with an investment in the Securities and (iii) has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation.

(e) Rule 144. Each Purchaser understands that the Securities must be held indefinitely unless such Securities are registered under the Securities Act or an exemption from registration is available. Each Purchaser acknowledges that such person is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.

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(f) General. Each Purchaser understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Securities. Each Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

(g) No General Solicitation. Each Purchaser acknowledges that the Securities were not offered to such Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications. Each Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties.

(h) Accredited Investor. Each Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D), and such Purchaser has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer. Each Purchaser acknowledges that an investment in the Securities is speculative and involves a high degree of risk.

(i) Certain Fees. The Purchasers have not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with the Transaction Documents.

(j) Independent Investment. Except as may be disclosed in any filings by a Purchaser with the Commission, no Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities. The decision of each Purchaser to purchase Securities pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of its Subsidiaries which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser or any of its agents or employees shall have any liability to any Purchaser (or any other person) relating to or arising from any such information, materials, statements or opinions.

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ARTICLE III

COVENANTS

The Company covenants with each Purchaser as follows, which covenants are for the benefit of each Purchaser and their respective permitted assignees.

Section 3.1 Securities Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated by any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Purchasers, or their respective subsequent holders.

Section 3.2 Registration and Listing. The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, and to not take any action or file any document to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing, quotation or trading of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is then listed, trading or quoted. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act.

Section 3.3 Inspection Rights. Provided same would not be in violation of Regulation FD, the Company shall permit, during normal business hours and upon reasonable request and reasonable notice, each Purchaser or any employees, agents or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase the Notes or shall beneficially own any Conversion Shares or Warrant Shares, for purposes reasonably related to such Purchaser’s interests as a stockholder, to examine the publicly available, non-confidential records and books of account of, and visit and inspect the properties, assets, operations and business of the Company and any Subsidiary, and to discuss the publicly available, non-confidential affairs, finances and accounts of the Company and any Subsidiary with any of its officers, consultants, directors, and key employees.

Section 3.4 Compliance with Laws. The Company shall comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders, noncompliance with which would be reasonably likely to have a Material Adverse Effect.

Section 3.5 Keeping of Records and Books of Account. The Company shall keep and cause each Subsidiary to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and its Subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

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Section 3.6 Reporting Requirements. If the Commission ceases making the Company’s periodic reports available via the Internet without charge, then the Company shall furnish the following to each Purchaser so long as such Purchaser shall be obligated hereunder to purchase the Securities or shall beneficially own Securities:

(a) Quarterly Reports filed with the Commission on Form 10-Q as soon as practical after the document is filed with the Commission, and in any event within five (5) days after the document is filed with the Commission;

(b) Annual Reports filed with the Commission on Form 10-K as soon as practical after the document is filed with the Commission, and in any event within five (5) days after the document is filed with the Commission; and

(c) Copies of all notices, information and proxy statements in connection with any meetings, that are, in each case, provided to holders of shares of Common Stock, contemporaneously with the delivery of such notices or information to such holders of Common Stock.

Section 3.7 Other Agreements. The Company shall not enter into any agreement in which the terms of such agreement would restrict or impair the right or ability to perform of the Company or any Subsidiary under any Transaction Document.

Section 3.8 Use of Proceeds. The net proceeds from the sale of the Securities hereunder shall be used by the Company for working capital and general corporate purposes and for the purposes set forth on Schedule 3.8 hereto and not to redeem any Common Stock or securities convertible, exercisable or exchangeable into Common Stock or to settle any outstanding litigation.

Section 3.9 Reporting Status. So long as a Purchaser beneficially owns any of the Securities, the Company shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

Section 3.10 Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the “Press Release”) on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also timely file with the Commission a Current Report on Form 8-K with respect to the transactions contemplated hereby and complying with the requirements of such form (including with respect to attachment of exhibits thereto).

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Section 3.11 Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person acting on its behalf has provided or will provide any Purchaser or any Purchaser’s agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Section 3.12 Pledge of Securities. The Company acknowledges that the Securities may be pledged by a Purchaser in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Purchaser effecting a pledge of the Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided that a Purchaser and its pledgee shall be required to comply with the provisions of Article V hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. At the Purchasers’ expense, the Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Purchaser.

Section 3.13 Amendments. The Company shall not amend or waive any provision of the Certificate or Bylaws of the Company in any way that would adversely affect exercise rights, voting rights, conversion rights, prepayment rights or redemption rights of the holder of the Notes.

Section 3.14 Distributions. So long as any Notes or Warrants remain outstanding, the Company agrees that it shall not declare or pay any dividends or make any distributions to any holder(s) of Common Stock.

Section 3.15 Reservation of Shares. So long as any of the Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized and reserved for the purpose of issuance, one hundred twenty percent (120%) of the aggregate number of shares of Common Stock needed to provide for the issuance of the Conversion Shares and the Warrant Shares.

Section 3.16 Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Notes or exercise of the Warrants substantially in the form of Exhibit F attached hereto (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and the Warrant Shares under the Securities Act, all such certificates shall bear a restrictive legend substantially in the form specified in Section 5.1 of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.16 will be given by the Company to its transfer agent in connection with the issuance of the Notes pursuant to this Agreement and that the Conversion Shares and Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and applicable laws. Nothing in this Section 3.16 shall affect in any way each Purchaser’s obligations and agreements set forth in Section 5.1 to comply with all applicable prospectus delivery requirements, if any, upon resale of the

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Conversion Shares and the Warrant Shares. If a Purchaser provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that a public sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Conversion Shares or Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 3.16 will cause irreparable harm to the Purchasers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.16, that the Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Section 3.17 Disposition of Assets. So long as the Notes remain outstanding, neither the Company nor any subsidiary shall sell, transfer or otherwise dispose of any material amount of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for sales of obsolete assets and sales to customers in the ordinary course of business or with the prior written consent of the holders of a majority of the principal amount of the Notes then outstanding.

Section 3.18 Restrictions on Certain Issuances of Securities. The Company shall not issue any securities that rank pari passu or senior to the Notes without the prior written consent of at least seventy-five percent (75%) of the principal amount of the Notes outstanding at such time.

Section 3.19 Participation in Future Financing.

(a) From the date hereof until                 , 2009, upon any issuance by the Company of Common Stock, Common Stock Equivalents, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

(b) At least 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such

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Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5^th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5^th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate.

(d) If by 5:30 p.m. (New York City time) on the 5^th Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. A Purchaser’s “Pro Rata Portion” means the ratio of (x) the Purchase Price of the Notes purchased by such Purchaser over (y) the aggregate Purchase Price of all Notes purchased by all Purchasers participating under this Section 3.19.

(e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 3.19, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice.

(f) Notwithstanding the foregoing, this Section 3.19 shall not apply in respect of (i) any issuance for which the Conversion Price (as defined in the Notes) is not subject to adjustment pursuant to the terms of the Notes, or (ii) an underwritten public offering of the Company’s securities.

ARTICLE IV

CONDITIONS

Section 4.1 Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

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(a) Accuracy of the Purchasers’ Representations and Warranties. The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

(b) Performance by the Purchasers. Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date.

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(d) Delivery of Purchase Price. The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

(e) Delivery of Transaction Documents. The Transaction Documents (other than the Escrow Agreement) shall have been duly executed and delivered by the Purchasers, and the Escrow Agreement shall have been duly executed and delivered by the escrow agent, to the Company.

Section 4.2 Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the Securities. The obligation hereunder of the Purchasers to purchase the Securities and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Purchasers’ sole benefit and may be waived by the Purchasers at any time in their sole discretion.

(a) Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

(b) Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

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(d) No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

(e) Notes and Warrants. At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

(f) Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Certificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

(g) Officer’s Certificate. On the Closing Date, the Company shall have delivered to the Purchasers a certificate signed by an executive officer on behalf of the Company, dated as of the Closing Date, confirming the accuracy of the Company’s representations, warranties and covenants as of the Closing Date, confirming that there shall be no shares of the Company’s Series A Preferred Stock issued and outstanding upon the Closing, and confirming the compliance by the Company with the conditions precedent set forth in this Section 4.2 as of the Closing Date (provided that, with respect to the matters in paragraphs (c) and (d) of this Section 4.2, such confirmation shall be based on the knowledge of the executive officer after due inquiry).

(h) Material Adverse Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.

(i) Transfer Agent Instructions. The Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, shall have been delivered to the Company’s transfer agent.

(j) Escrow Agreement. The Company and the escrow agent shall have executed the Escrow Agreement.

(k) Registration Rights Agreement. The Company shall have executed and delivered the Registration Rights Agreement to the Purchasers.

(l) Legal Opinion. Company counsel shall have executed and delivered a legal opinion, substantially in the form attached as Exhibit — hereto, to the Purchasers.

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ARTICLE V

CERTIFICATE LEGEND

Section 5.1 Legend. Each certificate representing the Securities shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR FLO CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

The Company agrees to issue or reissue certificates representing any of the Conversion Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Conversion Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and provided the conditions set forth in this paragraph shall have been met. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act. The Company will respond to any such notice from a holder within three (3) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer

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program, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

ARTICLE VI

INDEMNIFICATION

Section 6.1 General Indemnity. The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder.

Section 6.2 Indemnification Procedure. Any party entitled to indemnification under this Article VI (an “indemnified party”) will give written notice to the indemnifying party of any matter giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the indemnifying party a conflict of interest between it and the indemnified party exists with respect to such action, proceeding or claim (in which case the indemnifying party shall be responsible for the reasonable fees and expenses of one separate counsel for the indemnified parties), to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises an indemnified party that it will not contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party

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shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such claim. The indemnification obligations to defend the indemnified party required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the indemnified party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to law. No indemnifying party will be liable to the indemnified party under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the indemnified party’s breach of any of the representations, warranties or covenants made by such party in this Agreement or in the other Transaction Documents.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Fees and Expenses. Each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement; provided, however, that the Company shall pay reasonable attorneys’ fees and expenses (including disbursements and out-of-pocket expenses) incurred by the Purchasers for a total of one attorney in connection with (i) the preparation, negotiation, execution and delivery of the Transaction Documents and the transactions contemplated thereunder, including disbursements and out-of-pocket expenses, and (ii) any amendments, modifications or waivers of this Agreement or any of the other Transaction Documents. In addition, the Company shall pay all reasonable fees and expenses incurred by the Purchasers in connection with the enforcement of this Agreement or any of the other Transaction Documents, including, without limitation, all reasonable attorneys’ fees and expenses. Notwithstanding the foregoing, the Company shall in no event be obligated to pay more than a total of $35,000 for attorney’s fees and expenses pursuant to this Section 7.1.

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Section 7.2 Specific Performance; Consent to Jurisdiction; Venue.

(a) The Company and the Purchasers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

(b) The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Securities, this Agreement or the other Transaction Documents, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Section 7.3 Entire Agreement; Amendment. This Agreement and the Transaction Documents contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein or in the other Transaction Documents, neither the Company nor any Purchaser make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchasers holding at least a majority of the principal amount of the Notes then held by the Purchasers. Any amendment or waiver effected in accordance with this Section 7.3 shall be binding upon each Purchaser (and their permitted assigns) and the Company.

Section 7.4 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

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Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

Section 7.5 Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. This provision constitutes a separate right granted to each Purchaser by the Company and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

Section 7.6 Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

Section 7.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. After the Closing, the assignment by a party to this Agreement of any rights hereunder shall not affect the obligations of such party under this Agreement. Subject to Section 5.1 hereof, the Purchasers may assign the Securities and its rights under this Agreement and the other Transaction Documents and any other rights hereto and thereto without the consent of the Company.

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Section 7.8 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 7.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

Section 7.10 Survival. The representations and warranties of the Company and the Purchasers shall survive the execution and delivery hereof and the Closing until the second anniversary of the Closing Date, except the agreements and covenants set forth in Articles I, III, V, VI and VII of this Agreement shall survive the execution and delivery hereof and the Closing hereunder.

Section 7.11 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart.

Section 7.12 Publicity. The Company agrees that it will not disclose, and will not include in any public announcement, the names of the Purchasers without the consent of the Purchasers, which consent shall not be unreasonably withheld or delayed, or unless and until such disclosure is required by law, rule or applicable regulation, including without limitation any disclosure pursuant to any registration statement, proxy statement, information statement or other filing, and then only to the extent of such requirement.

Section 7.13 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Section 7.14 Further Assurances. From and after the date of this Agreement, upon the request of the Purchasers or the Company, the Company and each Purchaser shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement and the other Transaction Documents.

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Exhibit 10.4

BURNHAM HILL PARTNERS

A DIVISION OF PALI CAPITAL INC.

            , 2008

Glenn L. Argenbright

President and Chief Executive Officer

FLO Corporation

14000 Thunderbolt Place, Building R

Chantilly, Virginia 20151

Dear Mr. Argenbright:

This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill Partners (“BHP”), a division of Pali Capital Inc., by FLO Corporation (the “Company”) to act as its exclusive placement agent in connection with an equity and/or debt financing through a transaction or transactions exempt from registration under the Securities Act of 1933, as amended and in compliance with the applicable securities laws and regulations (a “Financing”).

In connection with BHP’s engagement hereunder, the Company shall compensate BHP as set forth below:

In addition to the above, the Company agrees to reimburse BHP for reasonable out-of-pocket expenses (which amount shall not exceed $5,000 without the prior approval of the Company) incurred in connection with this Agreement. All fees and expenses hereunder are payable in cash, unless otherwise noted, and, to the extent not previously paid, shall be paid at the closing of any Financing. The Company shall also agree to reimburse reasonable legal fees of one law firm incurred by either BHP and/or the investor(s) in connection with this Agreement.

In connection with this Agreement, the Company will furnish BHP with all information concerning the Company which BHP reasonably deems appropriate and will provide BHP with access to its officers, directors, employees, accountants, counsel and other representatives (collectively, the “Representatives”), it being understood that BHP will rely solely upon such information supplied by the Company and its Representatives without assuming any responsibility for the independent investigation or verification thereof. All non-public information concerning the Company that is given to BHP will be used solely in the course of the performance of our services hereunder and will be treated confidentially by us for so long as it remains non-public. Except as otherwise required by law, BHP will not disclose any information to any third party without the consent of the Company.

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BHP’s engagement under this Agreement shall expire twelve (12) months from the date hereof (the “Authorization Period”). Either party may, upon ten (10) days written notice to the other party, terminate this Agreement, provided, however, that upon its expiration or termination by the Company without cause, BHP will continue to be entitled to its full fees provided for herein in the event that at any time prior to the expiration of six (6) months after such expiration or termination (the “Tail Period”), the Company completes a Financing or other similar transaction or event consistent with the purpose and intent of this Agreement. Furthermore, during the Authorization Period, BHP shall retain the right, but not the obligation, to act as the Company’s exclusive financial advisor with respect to any such additional engagement(s) undertaken by the Company. The terms and provisions of such additional engagement(s) shall be covered under a separate letter agreement mutually agreed to by both parties consistent with agreements of such type.

Notice given pursuant to any of the provisions of this Agreement shall be given in writing and shall be sent by overnight courier or personally delivered (a) if to the Company, to the Company’s Chief Executive Officer at the address listed above; and (b) if to BHP, to its offices at 590 Madison Avenue, 5th floor, New York, NY 10022.

No advice or opinion rendered by BHP, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without our prior written consent, which may not be unreasonably withheld, conditioned or delayed. In addition, BHP may not be otherwise referred to without its prior written consent. Since BHP will be acting on behalf of the Company in connection with its engagement hereunder, the Company has entered into a separate letter agreement (the “Indemnification Agreement”), dated the date hereof, providing for the indemnification by the Company of BHP and certain related persons and entities.

BHP is a division of Pali Capital, Inc., a registered broker-dealer. This Agreement shall remain in full force and effect as to BHP and the Company, and shall be deemed fully assigned, in the event that BHP becomes an independent entity. Our engagement is for the limited purposes set forth under this Agreement, and the rights and obligations of each of BHP and the Company are herein defined. In connection with this Agreement, BHP is acting as an independent contractor with duties owing solely to the Company. As such, each of BHP and the Company agrees that the other party has no fiduciary duty to it or its stockholders, officers or directors as a result of the engagement described in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles thereof. This Agreement may not be amended or modified except in writing signed by each of the parties hereto.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement or the Indemnification Agreement, which shall remain in full force and effect.

We are delighted to accept this engagement and look forward to working with you on this assignment. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed duplicate of this Agreement.

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In connection with your engagement pursuant to our letter agreement (the “Engagement Agreement”) of even date herewith (the “Engagement”), we agree to indemnify and hold harmless Burnham Hill Partners (“BHP”), a division of Pali Capital Inc. and its affiliates, the respective directors, officers, partners, agents and employees of BHP and its affiliates, and each other person, if any, controlling BHP or any of its affiliates or successor in interest (collectively, “Indemnified Persons”), from and against, and we agree that no Indemnified Person shall have any liability to us or our owners, parents, affiliates, security holders or creditors for, any losses, claims, damages or liabilities (including actions or proceedings in respect thereof) (collectively “Losses”) (A) related to or arising out of (i) our actions or failures to act (including statements or omissions made, or information provided, by us or our agents) in connection with the Engagement or (ii) actions or failures to act by an Indemnified Person in connection with the Engagement with our consent or in reliance on our actions or failures to act, or (B) otherwise related to or arising out of the Engagement or your performance thereof, except that this clause (B) shall not apply to any Losses that are finally judicially determined to have resulted primarily from your bad faith or gross negligence or breach of the Engagement Agreement. If such indemnification is for any reason not available or insufficient to hold you harmless, we agree to contribute to the Losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by us and by you with respect to the Engagement or, if such allocation is judicially determined unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of us on the one hand and of you on the other hand; provided, however, that, to the extent permitted by applicable law, the Indemnified Persons shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received by you from us in connection with the Engagement. Relative benefits to us, on the one hand, and you, on the other hand, with respect to the Engagement shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid or received or proposed to be received by us or our security holders, as the case may be, pursuant to the transaction(s), whether or not consummated, contemplated by the Engagement bears to (ii) all fees paid or proposed to be paid to you by us in connection with the Engagement.

We will reimburse each Indemnified Person for all reasonable expenses (including reasonable fees and disbursements of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing for or defending any action, claim, investigation, inquiry, arbitration or other proceeding (“Action”) referred to above (or enforcing this Agreement or the Engagement Agreement), whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party, and whether or not such Action is initiated or brought by you. We further agree that we will not settle or compromise or consent to the entry of any judgment in any pending or threatened Action in respect of which indemnification may be sought hereunder (whether or not an Indemnified Person is a party therein) unless we have given you reasonable prior written notice thereof and used all reasonable efforts, after consultation with you, to obtain an unconditional release of each Indemnified Person from all liability arising therefrom. In the event we enter into one or a series of transactions involving a merger or other business combination or a dissolution or liquidation of all or a significant portion of our assets, we shall promptly notify you in writing. If requested by BHP, we shall then establish alternative means of providing for our obligations set forth herein on terms and conditions reasonably satisfactory to BHP.

If multiple claims are brought against you in any Action with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, we agree that any judgment, arbitration award or other monetary award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for. In the event that you are called or subpoenaed to give testimony in a court of law with respect to any Action, we agree to pay your expenses related thereto and for every day or part thereof that you are required to be there or in preparation thereof. Our obligations hereunder shall be in addition to any rights that any Indemnified Person may have at common law or otherwise. Solely for the purpose of enforcing this Agreement, we hereby consent to personal jurisdiction and to service and venue in any court in which any claim which is subject to this Agreement is brought by or against any Indemnified Person. We acknowledge that in connection with the Engagement you are acting as an independent contractor with duties owing solely to us. YOU HEREBY AGREE, AND WE HEREBY AGREE ON OUR OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF OUR SECURITY HOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF THE ENGAGEMENT, YOUR PERFORMANCE THEREOF OR THIS AGREEMENT.

The provisions of this Agreement shall apply to the Engagement (including related activities prior to the date hereof) and any modification thereof and shall remain in full force and effect regardless of the completion or termination of the Engagement. This Agreement and the Engagement Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of law principles thereof.

Exhibit 10.5

AMENDMENT No. 5

This Amendment No. 5, dated as of May 8, 2008, is between Unisys Corporation, a Delaware corporation (“Seller”), and FLO Corporation, a Delaware Corporation (“Buyer”), and it further amends that certain Asset Purchase Agreement dated as of October 5, 2007 (as amended by Amendment No. 1 thereto dated as of December 31, 2007, by Amendment No. 2 thereto dated as of February 28, 2008, by Amendment No. 3 thereto dated as of March 24, 2008, and by Amendment No. 4 thereto dated as of April 2, 2008, the “Agreement”). Capitalized terms used herein without definition shall have the meanings given such terms in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree that the Agreement is hereby amended as follows:

“Promissory Note” means the promissory note to be issued by Buyer to Seller, substantially in the form attached hereto as Exhibit E, in the principal amount of $1.0 million, which principal amount and any interest thereon shall be due and payable on August 8, 2009.

“Transaction Documents” shall mean the Assignment and Assumption Agreement, the Bill of Sale, the Interim License, the License to Seller, the Assignment of Marks, the Assignment of Domain Name, the Lease Assignment, the Promissory Note, the Renewal Payments Agreement and the Services Agreement.

Exhibit 10.6

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“License Agreement”), is entered into as of May 8, 2008, between FLO Corporation, a Delaware corporation (“FLO”), and Unisys Corporation, a Delaware corporation (“Unisys”). This Agreement will be effective on the Closing Date without further action by either or both parties.

W I T N E S S E T H:

WHEREAS, pursuant to an Asset Purchase Agreement (“APA”) dated as of October 5, 2007, Unisys has sold, transferred and assigned to FLO the Assigned Intellectual Property (as defined in the APA);

WHEREAS, Unisys wishes to retain the right to use certain of the Assigned Intellectual Property for purposes outside of the Field of Use (as defined below), and FLO is willing to grant such license, subject to the terms and conditions in this License Agreement; and

WHEREAS, FLO desires to obtain a license from Unisys under the Intellectual Property (as defined in the APA) not included in the Assigned Intellectual Property that is owned or controlled by Unisys and that was used in or is necessary to the conduct of the Business as it was being conducted by Unisys prior to the Closing Date, and Unisys is willing to grant such license, subject to the terms and conditions in this License Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions herein set forth and intending to be legally bound hereby, the parties hereto agree as follows:

Terms of Agreement

1. Definitions. Except as otherwise stated herein, the terms in this License Agreement shall have the same meaning given to them in the APA.

1.1 “Field of Use” shall mean and include any one of the following programs alone or in combination with another in the United States:

(a) the United States Transportation Security Administration’s (TSA) (or any successor agency’s or department’s) Registered Traveler (RT) program (and any successor program) that provides secure access and/or expedited security screening for passengers using an RT card or other medium or method, as such RT program exists as of the Closing Date and as such RT program expands over time;

(b) programs that use the RT Central Information Management System (CIMS) (or any successor or substantially similar system) operated by the American Association of Airport Executives (AAAE) (or any successor association or entity or a substantially similar association or entity) to process enrollments by passengers to a program directed at facilitating secure access and/or expedited security screening; and

(c) any other program that is a natural extension of the RT program or such other program described in (b) above to any mode of transportation or travel (e.g., air, train, bus, cruise ship, etc.) for which a natural person pays a fee to the service provider to participate in the program.

The Field of Use shall not include secure access and/or expedited security screening programs deployed and operated (as opposed to administered and overseen) by or on behalf of a Governmental Authority.

1.2 “Licensed Intellectual Property” shall mean the Assigned Programs and the trade secrets and know-how included in the Assigned Other Intellectual Property.

1.3 “Licensed IP Modifications” shall mean any Modifications to the Licensed Intellectual Property.

1.4 “Modifications” shall mean modifications, additions, revisions, corrections, enhancements, derivative works and/or improvements.

1.5 “Services” shall mean the services to be performed by Unisys for FLO under the Services Agreement.

1.6 “Unisys Intellectual Property” shall mean all Intellectual Property not included in the Assigned Intellectual Property that is owned or controlled by Unisys as of the Closing Date and that was used in or is necessary to the conduct of the Business as it was being conducted by Unisys prior to the Closing Date.

2. License Grant to Unisys; Restrictions and Reservation of Rights.

2.1 License Grant to Unisys. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by FLO, and subject to the terms hereof, FLO hereby grants to Unisys a worldwide, fully-paid-up, royalty-free, irrevocable, perpetual and non-exclusive license (with the right to sublicense and without the right to assign, except for an assignment approved by FLO in writing, which approval will not be unreasonably withheld) under the Licensed Intellectual Property (i) to copy and use the Licensed Intellectual Property to perform the Services and for any purpose outside the Field of Use, (ii) to make Licensed IP Modifications and to copy and use the Licensed IP Modifications to perform the Services and for any purpose outside the Field of Use, (iii) to make, have made, sell, offer for sale and import products and services outside the Field of Use and (iv) to practice any method, process or procedure in connection with any of the foregoing outside the Field of Use. FLO makes no representations or warranties to Unisys under this License Agreement, express, implied or statutory. Any sublicense granted by Unisys shall be in a written agreement signed by the sublicensee and will not permit further sublicensing by the sublicensee. Each such agreement shall include the relevant terms, conditions, restrictions and limitations set forth in this License Agreement, including without limitation the terms in this Section 2 (License Grant to Unisys; Restrictions and Reservation of Rights) and in Section 5 (Confidentiality). Unisys shall enforce all such agreements. In the event of a breach of any such agreement by a sublicensee, Unisys will, if requested by FLO, prosecute any reasonable claims on FLO’s behalf, and will pay all external legal fees and expenses in connection with such prosecution. FLO will cooperate with Unisys in any such prosecution. Unisys will seek FLO’s consent to any settlement of such claim,

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which consent shall not be unreasonably withheld. All settlement or judgment amounts will be for FLO, and all awards of legal fees and expenses will be for Unisys. If requested by FLO in writing, Unisys will confirm in writing to FLO whether Unisys has granted a specific third party a sublicense under this Section.

2.2 License Restrictions. Unisys shall not have any rights or licenses to or under the Licensed Intellectual Property within, relating to or connected with the Field of Use (other than to perform the Services). The license granted under Section 2.1 (License Grant to Unisys) is non-exclusive with respect to the Licensed Intellectual Property, and Unisys acknowledges that FLO may grant licenses to others with respect to any or all of the Licensed Intellectual Property for any purpose whatsoever.

2.3 Reserved Rights. FLO is and shall remain the sole and exclusive owner of all right, title and interest in and to the Licensed Intellectual Property, and, other than the express licenses granted to Unisys under Section 2.1 (License Grant to Unisys), FLO reserves all rights to the Licensed Intellectual Property, including without limitation all rights to enforce the Licensed Intellectual Property.

3. License Grant to FLO and Restrictions.

3.1 License Grant to FLO. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Unisys, and subject to the terms hereof, Unisys hereby grants to FLO a worldwide, fully-paid-up, royalty-free, irrevocable and perpetual license (with the right to sublicense and assign) under the Unisys Intellectual Property (i) to copy and use the Unisys Intellectual Property and tangible embodiments thereof for purposes relating to or connected with the Field of Use, (ii) to make Modifications to the Unisys Intellectual Property relating to or connected with the Field of Use and to use and copy such Modification under subsection (i) above, (iii) to make, have made, sell, offer for sale and import products and services relating to or connected with the Field of Use and (iv) to practice any method, process or procedure in connection with any of the foregoing relating to or connected with the Field of Use. For purposes of this Section 3 (License Grant to FLO and Restrictions) only, the Field of Use shall be worldwide and shall not be limited to the United States. The license granted to FLO under this Section 3 shall be non-exclusive outside of the United States and shall be exclusive within the United States until December 31, 2015, after which it will become non-exclusive within the United States. Unisys represents and warrants to FLO that (a) Unisys has the right to grant the licenses granted to FLO in this Section, (b) no fees or royalties will be due by FLO to any third party in connection with the exercise of such licenses and (c) the consummation of this License Agreement will not contravene or conflict with any agreement to which Unisys is a party.

3.2 FLO Restrictions. FLO shall not have any rights or license to or under the Unisys Intellectual Property for any purpose other than that relating to or connected with the Field of Use.

3.3 Reserved Rights. Unisys is and shall remain the sole and exclusive owner of all right, title and interest in and to the Unisys Intellectual Property, and, other than the express licenses granted to FLO under Section 3.1 (License Grant to FLO), Unisys reserves all rights to the Unisys Intellectual Property, including without limitation all rights to enforce the Unisys Intellectual Property.

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4. Ownership of Modifications. Unisys shall own all right, title and interest in and to any Licensed IP Modifications made by Unisys and FLO shall own all right, title and interest in and to any Modifications made by FLO to any Unisys Intellectual Property. Neither party will have any obligation or duty to the other party to report nor license back Modifications made by such party to such other party and for the avoidance of doubt, no such licenses are granted in this License Agreement.

5. Confidentiality. Unisys shall, and shall cause its officers, directors, employees, Affiliates, sublicensees and assigns to, comply with the terms in Section 5.10 (Confidentiality) of the APA regarding the non-disclosure and protection of FLO trade secrets and confidential information, including without limitation the Licensed Intellectual Property and the source code for the Assigned Programs. Such terms in Section 5.10 (Confidentiality) of the APA are hereby incorporated into this License Agreement by this reference.

6. Further Assurances; Notification. Each party will cooperate with the other party and will execute and deliver to the other party such other instruments and documents and take such other actions as the other party may reasonably request from time to time in order to carry out, evidence and confirm the intended purposes of this License Agreement.

7. Amendment, Waiver and Modification. This License Agreement may only be amended, modified or waived in writing, signed by both parties.

8. Counterparts. This License Agreement and any amendments hereto may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument. Execution may be accomplished by delivery of original or facsimile copies of the signature pages hereto or scanned copies of the signature pages in Adobe Acrobat PDF format

9. Notices. All notices hereunder shall be deemed given if in writing and delivered personally or sent by facsimile transmission or by registered or certified mail (return receipt requested) to the parties at the following addresses (or such other addresses as shall be specified by like notice):

Unisys Corporation

Unisys Way

Blue Bell, PA 19424

Attention: Treasurer

Facsimile: (215) 986-3889

Unisys Corporation

Unisys Way

Blue Bell, PA 19424

Attention: General Counsel

Facsimile: (215) 986-0624

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FLO Corporation

12413 Willows Road NE, Suite 300

Kirkland, WA 98034

Attention: President

Facsimile: (425) 278-1299

DLA Piper US LLP

701 Fifth Avenue, Suite 7000

Seattle, WA 98104

Attention: W. Michael Hutchings, Esq.

Facsimile: (206) 839-4801

Any notice given by mail shall be effective when received. Any notice given by facsimile transmission shall be effective when the appropriate facsimile transmission acknowledgment is received.

10. Governing Law; Jurisdiction. This License Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. Each party irrevocably and unconditionally submits to the jurisdiction of the federal or state court in the State of Delaware and irrevocably agrees that all actions or proceedings arising out of or relating to this License Agreement or the transactions contemplated hereby shall be litigated exclusively in such courts.

11. Relationship of the Parties. This License Agreement does not constitute a partnership agreement, nor does it create a joint venture or agency relationship between the parties. No party shall hold itself out contrary to the terms of this Section. No party shall be liable to any third party for the representations, acts or omissions of any other party.

12. Severability. In case any provision in this License Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. Entire Agreement. This License Agreement constitutes the complete and final agreement and understanding between the parties, and supersedes and replaces all prior negotiations and agreements between the parties concerning its subject matter, whether written or oral. The interpretation of this License Agreement may not be explained or supplemented by any course of dealing or performance, or by usage of trade.

14. Assignment. Neither party may assign this License Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, provided that either party may assign this License Agreement to a third party involved in a merger, acquisition, sale of assets related to the subject matter of this License Agreement or similar transaction without obtaining the consent of the other party. Any attempted assignment or delegation in contravention hereof shall be null and void.

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Exhibit 10.7

SERVICES AGREEMENT

This SERVICES AGREEMENT (this “Agreement”), dated as of May 8, 2008, is by and between Unisys Corporation, a Delaware corporation (“Seller”) and FLO Corporation, a Delaware corporation (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” This Agreement shall be effective as of the Closing Date.

WHEREAS, Seller and Buyer have entered into an Asset Purchase Agreement, dated as of October 5, 2007 (the “Asset Purchase Agreement”) for the sale of the assets of the Business to Buyer. Capitalized terms used but not defined herein have the meaning given to such terms in the Asset Purchase Agreement.

WHEREAS, Buyer is interested in purchasing the Services (as defined below) from Seller following the Closing Date and Seller is interested in providing such Services to Buyer, in each case, subject to the terms and conditions in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions herein contained, and intending to be legally bound, the Parties hereto agree as follows:

ARTICLE I

PROVISION OF SERVICES

Section 1.1. Definitions As used in this Agreement:

“Service” or “Services” will mean those services provided by Seller to Buyer under this Agreement, including without limitation the services described on Schedule A, which is hereby incorporated by this reference.

Section 1.2. Provision of Services. Seller shall provide to Buyer the Services. Subject to Section 1.9, Seller shall not be obligated to provide, and Buyer shall not be obligated to purchase or accept, any services other than the Services. The Services shall be provided in accordance with and subject to the terms, limitations and conditions set forth in this Agreement and in Schedule A. Except to the extent specified herein or in any of the Related Agreements (as defined in Section 5.9), Buyer shall be solely responsible, at its own expense, for obtaining any licenses and government permissions or other authorizations and any data, software, hardware, networks, communication lines and systems required to permit Buyer to access and use the Services.

Section 1.3. General Standards of Performance and Conduct. Except as specifically set forth in Schedule A or otherwise agreed by the Parties in writing, the Services shall be performed by Seller for Buyer in compliance with all applicable laws, in a manner that is consistent with the manner in which the Services were performed by Seller for the Business immediately prior to the Closing Date, consistent with the level of care with which such Services

were performed by Seller prior to the Closing Date and in a workmanlike manner and with professional diligence and skill. Buyer personnel shall at all times comply with all policies and regulations then in effect on Seller premises of which they have written notice, including, but not limited to, those relating to workplace conduct, security, and entry into and departure from said premises. In addition, while on Seller premises, Buyer shall conduct its activities in such a manner as to seek to avoid any interference with the work or activities of Seller, or other persons.

Section 1.4. Use of Services. Except as specifically agreed by the Parties in writing, Buyer shall not resell or make available the Services to third parties, and shall only use the Services for substantially the same purposes and in substantially the same manner as the Services had been used by Seller for the Business immediately prior to the Closing Date in connection with the conduct of the Business in the ordinary course. The foregoing prohibition on reselling and making the Services available to third parties shall not apply to Buyer offering the Registered Traveler services to its customers and registered travelers. Seller shall not be required to provide the Services other than in connection with Buyer’s conduct of the Business as the Business was conducted by Seller immediately prior to the Closing Date.

Section 1.5. Relationship of Parties. Seller is an independent contractor and not an agent, partner, employee or joint venturer of Buyer. Employees or agents of Seller providing Services to Buyer will not be deemed employees or agents of Buyer. Seller will retain the exclusive right of control with respect to its employees and agents.

Section 1.6. Mutual Cooperation. The Parties shall cooperate with each other in connection with the performance and receipt of the Services, including, without limitation, by developing reasonable procedures with respect to information sharing, transfer of data and similar matters. Buyer shall make available on a timely basis to Seller all information and materials reasonably requested by Seller to enable Seller to provide the Services. Upon prior written notice to Buyer by Seller, Buyer shall give Seller reasonable access, during regular business hours and at such other times as are reasonably required (and in a manner so as not to interfere with the normal business operations of Buyer), to the premises on which Buyer conducts business to the extent necessary for Seller to provide the Services. Seller personnel shall at all times comply with all policies and regulations then in effect on Buyer’s premises of which they have written notice, including, but not limited to, those relating to workplace conduct, security, and entry into and departure from said premises.

Section 1.7. Confidentiality. The confidentiality provisions of the Asset Purchase Agreement and the Mutual Nondisclosure Agreement dated June 4, 2007 apply to information and data exchanged by the Parties under or in connection with this Agreement and/or the Services hereunder.

Section 1.8. Governance. Each Party shall appoint a “Contact Person” in relation to each of the Services in Schedule A and shall notify the other Party in writing of such appointed Contact Persons. The Contact Persons shall be knowledgeable about the relevant Services and this Agreement and will be responsible for the ongoing management of the relevant Services. Any dispute, disagreement or other matter concerning the Services shall be first referred to the relevant Contact Persons. If the Contact Persons cannot resolve such dispute, disagreement or matter within five (5) business days from the date when it was first referred to them for resolution, such dispute, disagreement or matter shall be escalated to the Transition Services Managers for the Parties. The Transition Services Managers are:

For the Seller: Bryan Ichikawa

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For the Buyer: Diana Manfriedi

Each Party may substitute its Contact Persons and/or the Transition Services Manager by giving the other Party prior written notice.

Section 1.9. Change Orders. The Parties acknowledge that this Agreement may not describe in detail the precise nature of each of the Services to be provided hereunder. The Parties further acknowledge that there may be additional services to be provided by Seller to Buyer under the Related Agreements. To the extent that questions arise as to matters relating to the Services which are not covered in this Agreement, the Parties agree to be guided by the past reasonable practices of the Seller and its Business prior to the Closing Date. Any change in the Services to be provided, Schedule A or other requirements thereof, must be agreed upon by the Parties in advance of its implementation and, if the Parties so agree to a change, the Parties shall execute a written change order describing the change. If any such change would affect Seller’s actual costs of providing such Services, the Parties shall negotiate in good faith an adjustment to the fees provided in Schedule A, which adjustment shall be embodied in the change order.

ARTICLE II

FEES; PAYMENTS

Section 2.1. Fees and Expenses. Buyer will pay Seller the fees as shall be mutually agreed to by the parties for the Services provided hereunder (except that Seller shall not invoice Buyer for and Buyer shall not be obligated to pay for the Services described under the heading “Delivery of Transferred Assets” in Schedule A). Prices for Services shall not exceed Federal Eagle IT Services pricing guidelines in effect at the time the Service is ordered, as set forth in Schedule B hereto. Each invoice submitted by Seller shall set forth in reasonable detail the calculation of the charges and costs upon which the amount to be reimbursed is based. SUBJECT TO THE TERMS IN THIS AGREEMENT, BUYER SHALL PAY TO SELLER A MINIMUM OF THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) FOR SERVICES PERFORMED PURSUANT TO THIS AGREEMENT, AND FOR ANY SYSTEM COMPLIANCE TESTING (AS DESCRIBED ON SCHEDULE A) SERVICES PERFORMED PURSUANT TO THE INTERIM LICENSE, OVER THE FOUR YEAR PERIOD FOLLOWING THE CLOSING DATE (THE “MINIMUM GUARANTEE”), WITH TWO MILLION DOLLARS ($2,000,000) TO BE PAID OVER THE FIRST TWO YEARS AFTER THE CLOSING DATE. If, on the two year anniversary of the Closing Date, Buyer has failed to purchase from Seller at least $2,000,000 of Services, then Seller will invoice Buyer for the difference between $2,000,000 and the amount of services purchased during such period. In addition, if, on the four year anniversary of the Closing Date, Buyer has failed to purchase from Seller at least $3,500,000 of services (which shall be deemed to include any deficiency payment invoiced by Seller after the second anniversary of the Closing Date as described in the preceding sentence), then Seller will invoice Buyer for the difference between $3,500,000 and the amounts paid or payable to Seller during such four year period.

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Section 2.2. Payment. Any payments of undisputed amounts due under this Agreement shall be due within 30 days of Buyer’s receipt of an invoice. Any payments of undisputed amounts not made when due will be subject to late charges of 1.5% for each month or portion thereof that such payment is overdue, or the highest rate allowed by law, whichever is less. If Buyer disputes an invoiced amount, Buyer will pay the undisputed amount and will provide written notice to Seller of the reason Buyer is disputing the invoiced amount. Upon receipt of such notice, the Parties will work together in good faith to resolve the dispute.

Section 2.3. Taxes. In addition to the fees and other amounts payable by Buyer to Seller under this Agreement, Buyer will pay any applicable taxes or assessments, including without limitation any sales, use or excise taxes, that may be levied or assessed by any government or other taxing authority in connection with the provision by Seller of the Services, or any receipts therefor, other than federal, state or local income taxes (including both regular and alternative minimum taxes) or other federal, state or local taxes based upon Seller’s taxable income, alternative taxable income or net income. If Buyer is required to withhold taxes from payments due Seller, Buyer shall make such withholding, will pay the withheld amount to the applicable taxing authority and if requested by Seller in writing, will provide Seller with evidence of such payment.

Section 2.4. No Set-off. Buyer’s obligation to pay fees or make any other required payments under this Agreement will not be subject to any right of offset, set-off, deduction or counterclaim, however arising, including pursuant to any claims under the Asset Purchase Agreement.

ARTICLE III

TERM AND TERMINATION

Section 3.1. Term of Services. The provision of Services will commence on the Closing Date and will continue in effect until this Agreement is terminated pursuant to Section 3.2.

Section 3.2. Termination. In addition to the termination of Services provided for in Schedule A, this Agreement will terminate on the earliest to occur of (i) the date on which this Agreement is terminated pursuant to Section 3.3; or (ii) the mutual written agreement of the Parties. Subject to Buyer’s obligation to pay the Minimum Guarantee, Buyer may terminate particular Services hereunder, without terminating the entire Agreement (and Buyer may terminate the entire Agreement), upon thirty days prior written notice to Seller specifying in reasonable detail the Services to be terminated. Buyer will reimburse Seller for any reasonable out-of-pocket costs incurred by Seller related to Seller’s agreements with third party providers caused by Buyer’s early termination (including, without limitation, costs for early termination and for decreased purchases under such agreements). The Minimum Guarantee shall be paid in full (to the extent not already paid) by Buyer to Seller upon termination of this Agreement for any reason other than termination by Buyer for material breach by Seller as described below, in which case no Minimum Guarantee shall be payable.

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Section 3.3. Termination Upon Breach. If either of the Parties shall cause or suffer to exist any material breach of its obligations under this Agreement, including, without limitation, any failure to make payments when due, and said Party does not cure such default within twenty (20) business days after receiving written notice thereof from the non-breaching Party, the non-breaching Party may terminate this Agreement, including (in the case of Seller) the provision of Services, immediately by providing the breaching Party written notice of termination.

Section 3.4. Effect of Termination. Upon termination or expiration of this Agreement, the rights and obligations of each Party under this Agreement shall terminate; except that the rights and obligations of the Parties under Sections 1.7, 3.4 and 3.5, the last two sentences of Section 3.2, and Articles II, IV, and V shall survive the termination of this Agreement and shall remain in full force and effect notwithstanding such termination.

Section 3.5. Return of Books, Records and Materials. Subject to the provisions of the Asset Purchase Agreement and the Related Agreements, upon the termination of a Service with respect to which either Party holds books, records or materials owned by the other Party, the Party holding such books, records or materials will return them, at its expense, as soon as reasonably practicable to the other Party and, at the request of the other Party, destroy any archived or back-up copies. At its own expense, the returning Party may make a copy of such books, records or materials solely for its legal and compliance files and may use them for no other purpose.

ARTICLE IV

LIABILITIES

Section 4.1. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS TERMS IN THIS AGREEMENT, THE SERVICES PERFORMED OR PROVIDED PURSUANT TO THIS AGREEMENT ARE FURNISHED “AS IS, AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ADEQUACY.

Section 4.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE PARTNERS, OFFICERS, EMPLOYEES OR AGENTS, NOR ANY OTHER THIRD PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICES, SHALL HAVE ANY LIABILITY ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE) (i) IN EXCESS OF THE SERVICE FEES ACTUALLY PAID TO SELLER BY BUYER HEREUNDER, OR (ii) FOR ANY ATTORNEYS FEES OR ANY INDIRECT,

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SPECIAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE, PUNITIVE OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TERMS IN THIS SECTION SHALL NOT APPLY TO AN INTENTIONAL OR WILLFUL BREACH OF SECTION 1.2 OR 1.3 BY SELLER, INCLUDING WITHOUT LIMITATION THE TOTAL OR PARTIAL ABANDONMENT OF THE PROVISION OF THE SERVICES, OR TO ANY BREACH OF ARTICLE II BY BUYER. IN ADDITION, THE TERMS IN THIS SECTION SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.

Section 4.3. Force Majeure. Except for Buyer’s obligation to make payments hereunder when due, neither Party shall be liable for any interruption, delay or failure to perform it obligations under this Agreement when such interruption, delay or failure results from causes beyond its reasonable control, including, without limitation, any acts of government, riot, insurrection or other hostilities, embargo, fuel or energy shortage, fire, flood, acts of God, terrorist activities, wrecks or transportation delays or inability to obtain necessary labor, materials, communications, utilities or required consents or licenses from any third party. If any Party claims a condition of force majeure as an excuse for non-performance of any obligations hereunder, the Party asserting the claim must notify the other Party in writing as soon as practicable of the force majeure condition, describing the condition in detail and, to the extent known, the probable extent and duration of the condition. For so long as a condition of force majeure continues, the Party invoking the condition as an excuse for non-performance hereunder will use commercially reasonable efforts to cure or remove the condition as promptly as possible to as to resume performance of its obligations hereunder. Seller shall maintain and be prepared to deploy its current (as of the date of the Asset Purchase Agreement) disaster recovery and business continuity plan in the event of a force majeure condition or otherwise, and upon the occurrence of a force majeure condition, Seller shall immediately deploy such disaster recovery and business continuity plan.

Section 4.4. Buyer’s Indemnification. Buyer shall indemnify, defend and hold harmless Seller, its affiliates and all of their respective officers, directors, partners, principals, employees and agents from and against any and all demands, claims and actions by third parties, and all liabilities, judgments, damages, costs and expenses (including reasonable attorneys’ fees) incurred in connection therewith, arising or resulting from (i) Buyer’s material breach of, or non-compliance with, its obligations under this Agreement or (ii) personal injury, death or damage to tangible personal or real property attributable to the negligence or willful misconduct of Buyer and its employees or consultants in connection its use of the Services or while otherwise on Seller’s premises.

Section 4.5. Seller’s Indemnification. Seller shall indemnify, defend and hold harmless Buyer, its affiliates and all of their respective officers, directors, partners, principals, employees and agents from and against any and all demands, claims and actions by third parties, and all liabilities, judgments, damages, costs and expenses (including reasonable attorneys’ fees) incurred in connection therewith, arising or resulting from (i) Seller’s material breach of, or non-compliance with, its obligations under this Agreement or (ii) personal injury, death or damage to tangible personal or real property attributable to the negligence or willful misconduct of Seller in performance of its obligations under this Agreement.

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Section 4.6. Obligations. The Party from which indemnification is sought (“Indemnitor”) will have control of the defense, litigation, and, subject to the conditions set forth below, settlement of any third party claims or suits that are subject to Sections 4.4 or 4.5. The other Party (“Indemnitee”) will have the right (subject to the conditions set forth below), but not the obligation, to select counsel of its choice to participate in the defense of such third party claims or suits; the Indemnitee will pay the fees and expenses of its own legal counsel unless, in the opinion of Indemnitor’s counsel, separate legal counsel for the Indemnitee and Indemnitor is necessary or advisable due to an actual or potential conflict of interest (in which case the Indemnitor will pay the fees and expenses of the Indemnitee’s legal counsel). Indemnitor will not accept a settlement of any such third party claim without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld if such settlement involves solely the payment of money by the Indemnitor and the Indemnitor has the ability to pay the amount required by the settlement.

Section 4.7. Cooperation. If any claim is made against either Party within the scope of the indemnity set forth in Sections 4.4 or 4.5, the Indemnitee will: (i) provide prompt written notice of such third party claim to the Indemnitor; (ii) provide the Indemnitor with such assistance as the Indemnitor may reasonably request in connection with the defense and settlement of such claim, provided that all costs and expenses incurred by the Indemnitee in providing such assistance will be borne by the Indemnitor; and (iii) promptly comply with all terms of any resolution or settlement of such claim at the Indemnitor’s expense. Failure by the Indemnitee to comply with its obligations under this Section 4.7 will relieve the Indemnitor of its obligations under Sections 4.4, 4.5 and 4.6 only if and to the extent that the Indemnitor can show that its ability to defend the claim or settle the claim on favorable terms was materially prejudiced by the Indemnitee’s failure to comply with its obligations under this Section 4.7.

ARTICLE V

MISCELLANEOUS

Section 5.1. Notices. Any notices or other communications required or permitted under this Agreement or otherwise in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or on receipt after dispatch by registered or certified mail, postage prepaid, addressed as follows:

If to Seller:

Unisys Corporation

Unisys Way

Blue Bell, PA 19422

Attn: Corporate Development

Fax: (215) 986-0197

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With a copy to:

Unisys Corporation

M/S A-12

Unisys Way

Blue Bell, PA 19424

Attn: General Counsel

Fax: (215) 986-0624

If to Buyer:

FLO Corporation

12413 Willows Road NE, Suite 300

Kirkland, WA 98034

Attention: President

Facsimile: (425) 278-1299

With a copy to:

DLA Piper US LLP

701 Fifth Avenue, Suite 7000

Seattle, WA 98104

Attention: W. Michael Hutchings, Esq.

Facsimile: (206) 839-4801

or such other address as the person to whom notice is to be given has furnished in writing to the other Party. A notice of change in address shall not be deemed to have been given until received by the addressee.

Section 5.2. Amendment; Assignment. This Agreement may not be amended or assigned except by an instrument in writing signed by each of the Parties to the Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors or assigns, heirs, legatees, distributees, executors, administrators and guardians.

Section 5.3. Headings and Schedules. The descriptive headings of the Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 5.4. Compliance with Law. Buyer and Seller will each comply in all material respects with all applicable federal, state, and local laws and regulations, and will obtain and maintain all applicable permits and licenses required to be obtained and maintained by each of them to fulfill their respective obligations this Agreement.

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Section 5.5 Applicable Law; Forum. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties irrevocably and unconditionally agree that all actions or proceedings arising out of or in connection with this Agreement shall be litigated exclusively in the state and federal courts of the State of Delaware.

Section 5.6 No Third Party Rights. Except and only to the extent as specifically provided in Section 4.2 and Sections 4.4 through 4.7, this Agreement is intended to be solely for the benefit of the Parties to this Agreement and their respective successors, permitted assignees, heirs, legatees, distributees, executors, administrators and guardians and is not intended to confer any benefits upon, or create any rights or remedies in favor of, any person other than the Parties to this Agreement.

Section 5.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Section 5.8. Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

Section 5.9. Entire Agreement. This Agreement and the Asset Purchase Agreement (and other related agreements if any signed in conjunction with the Asset Purchase Agreement), the Mutual Nondisclosure Agreement dated June 4, 2007 by and between Buyer and Seller, the Washington Metropolitan Teaming Agreement dated August 20, 2007 and the Denver Airport Teaming Agreement dated August 20, 2007 (hereinafter together referred to as the “Related Agreements”) set forth the entire understanding and agreement between the Parties as to the matters covered in this Agreement and the Related Agreements and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect to such understanding, agreement or statement. In the event of any conflict or inconsistency between this Agreement and any material term of the Related Agreements, the terms of this Agreement shall control.

Section 5.10. No Jury Trial. Each Party to this Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of this Agreement and, to the fullest extent permitted by applicable law.

Section 5.11. Waiver. A Party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party to this Agreement, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered by the other Party pursuant to this Agreement or (c) waive compliance with any of the agreements, or satisfaction of any of the conditions, contained in this Agreement by the other Party. Any agreement on the part of a Party to this Agreement to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such Party.

Section 5.11. Fair Construction. This Agreement shall be deemed to be the joint work product of the Parties to this Agreement without regard to the identity of the draftsperson, and any rule of construction that a document shall be interpreted or construed against the drafting Party shall not be applicable.

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Exhibit 10.8

SUBSCRIPTION RENEWAL FEE AGREEMENT

This SUBSCRIPTION RENEWAL FEE AGREEMENT (this “Agreement”), dated as of May 8, 2008 (the “Effective Date”), is by and between Unisys Corporation, a Delaware corporation (“Seller”) and FLO Corporation, a Delaware corporation (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Seller and Buyer have entered into an Asset Purchase Agreement, dated as of October 5, 2007 (the “Asset Purchase Agreement”) for the sale of the assets of the Business to Buyer. Capitalized terms used but not defined herein have the meaning given to such terms in the Asset Purchase Agreement.

WHEREAS, the parties have agreed that, in addition to the Purchase Price set forth in the Asset Purchase Agreement, Seller shall be entitled to additional payments from Buyer based on Subscription Renewals as defined below.

NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions herein contained, and intending to be legally bound, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Definitions. As used in this Agreement:

“Field of Use” means any one of the following programs alone or in combination with another:

(A) The TSA’s (or any successor agency’s or department’s) Registered Traveler (RT) program (and any successor program) that provides secure access and/or expedited security screening for passengers using an RT card or other medium or method, as such RT program exists as of the Closing Date and as such RT program expands over time;

(B) Programs that use the RT Central Information Management System (CIMS) (or any successor or substantially similar system) operated by the American Association of Airport Executives (or any successor association or entity or a substantially similar association or entity) to process enrollments by passengers to a program directed at facilitating secure access and/or expedited security screening; and;

(C) Any other program that is a natural extension of the RT program or such other program described in (B) above to any mode of transportation or travel (e.g., air, train, bus, cruise ship, etc.) for which a natural person pays a fee to the service provider to participate in the program.

The Field of Use shall not include secure access and/or expedited security screening programs deployed and operated (as opposed to administered and overseen) by or on behalf of a Governmental Authority.

“Renewal Payments” shall be as defined in Section 2.1.

“Renewal Period” shall be as defined in Section 2.1.

“Subscription” means the initial subscription by an individual to a program in the Field of Use in the United States whether entered into before or after the Closing Date and regardless of whether the subscriber was enrolled by Seller or Buyer (or any assignee of Buyer).

“Subscription Renewal” means a renewal of an individual’s Subscription beyond the first full year of such individual’s participation in the applicable program. A Subscription shall be considered a Subscription Renewal after the first full year of participation in the applicable program, regardless of the initial length of time subscribed by such individual, provided that a Subscription shall not be considered a Subscription Renewal if the Subscription has been cancelled, has terminated or has otherwise lapsed prior to any Subscription Renewal date. Thus, by way of example, a Subscription Renewal begins on the one year anniversary date of the initial Subscription, regardless of whether the initial Subscription is for one year, or multiple years. Each subsequent anniversary after the first year of participation shall be considered a Subscription Renewal, provided that a Subscription shall not be considered a Subscription Renewal if the Subscription has been cancelled, has terminated or has otherwise lapsed prior to any Subscription Renewal date. By way of example, a three year Subscription beginning on March 1, 2008 shall be considered to have two Subscription Renewal periods, beginning on March 1, 2009 and March 1, 2010, provided that if the Subscription is terminated on or before March 1, 2010, there shall only be one Subscription Renewal.

ARTICLE II

PAYMENTS

Section 2.1. Renewal Payments. (a) For each Subscription Renewal (irrespective of whether the initial Subscription was entered into before or after the Closing Date), during the period commencing on the first day following the Closing and ending December 31, 2015 (the “Renewal Period”), Buyer will pay Seller $5.75 for each Subscription Renewal (the “Renewal Payments”). The Renewal Payments will be paid quarterly by Buyer to Seller during the Renewal Period by the end of the month following the end of each quarter. For example, the Renewal Payment for the first quarter of 2008 will be paid by April 30, 2008.

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(b) Notwithstanding the provisions of subsection (a) above, if (i) Seller or any of its Affiliates acquires a Competing Business operating in the United States under the circumstances set forth in Section 5.6(c)(ii) of the Asset Purchase Agreement and (ii) Seller does not either divest such Competitive Business within six months of its acquisition or enter into a written agreement with Buyer with respect to such Competitive Business, then Buyer may discontinue paying Renewal Payments with respect to any Subscriptions to any programs in the specific part of the Field of Use in which the Competitive Business is engaged. Thus, by way of example, if the acquired Competitive Business designs solutions for and/or operates a program described in subsection (A) of the definition of Field of Use (“RT”), then Buyer may discontinue making Renewal Payments in respect of RT Subscriptions but not in respect of Subscriptions to (1) non-RT programs described in subsection (B) or (2) programs described in subsection (C) of the definition of Field of Use; if the acquired Competitive Business designs solutions for and/or operates a non-RT program described in subsection (B) or a program described in subsection (C) of the definition of Field of Use, then Buyer may discontinue making Renewal Payments in respect of Subscriptions to programs described in such subsection (B) or (C) but not in respect of RT Subscriptions.

Section 2.2. Late Payments. Any payments not made when due will be subject to late charges of 1.5% for each month or portion thereof that such payment is overdue, or the highest rate allowed by law, whichever is less.

Section 2.3. Reports and Access. During the term of this Agreement, Buyer shall (a) maintain, and shall provide to Seller on a quarterly basis, true and correct reports showing Subscriptions and Subscription Renewals and (b) provide Seller (including its employees, counsel, representatives, accountants and auditors) with access, during regular business hours, upon reasonable notice and no more frequently than one time per year, to Buyer’s books and records related to the Subscriptions and the Subscription Renewals.

Section 2.4. No Set-off. Buyer’s obligation to pay Subscription Renewal fees or make any other required payments under this Agreement will not be subject to any right of offset, set-off, deduction or counterclaim, however arising, including pursuant to any claims under the Asset Purchase Agreement.

ARTICLE III

TERM

Section 3.1. Term. This Agreement shall terminate on December 31, 2015, provided that Buyer will, on or before January 31, 2016, pay the Renewal Payment for any Subscription Renewals occurring in the last quarter of 2015.

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ARTICLE IV

MISCELLANEOUS

Section 4.1. Notices. Any notices or other communications required or permitted under this Agreement or otherwise in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or on receipt after dispatch by registered or certified mail, postage prepaid, addressed as follows:

If to Seller:

Unisys Corporation

Unisys Way

Blue Bell, PA 19422

Attn: Corporate Development

Fax: (215) 986-0197

With a copy to:

Unisys Corporation

M/S A-12

Unisys Way

Blue Bell, PA 19424

Attn: General Counsel

Fax: (215) 986-0624

If to Buyer:

FLO Corporation

12413 Willows Road NE, Suite 300

Kirkland, WA 98034

Attn: President

Fax: (425) 278-1299

With a copy to:

DLA Piper US LLP

701 Fifth Avenue, Suite 7000

Seattle, WA 98104

Attn: W. Michael Hutchings, Esq.

Fax: (206) 839-4801

or such other address as the person to whom notice is to be given has furnished in writing to the other Party. A notice of change in address shall not be deemed to have been given until received by the addressee.

Section 4.2. Amendment; Assignment. This Agreement may not be amended or assigned except by an instrument in writing signed by each of the Parties to the Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors or assigns, heirs, legatees, distributees, executors, administrators and guardians.

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Section 4.3. Headings and Schedules. The descriptive headings of the Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 4.4. Compliance with Law. Buyer and Seller will each comply in all material respects with all applicable federal, state, and local laws and regulations, and will obtain and maintain all applicable permits and licenses required to be obtained and maintained by each of them to fulfill their respective obligations this Agreement.

Section 4.5 Applicable Law; Forum. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties irrevocably and unconditionally agree that all actions or proceedings arising out of or in connection with this Agreement shall be litigated exclusively in the state and federal courts of the State of Delaware.

Section 4.6 No Third Party Rights. This Agreement is intended to be solely for the benefit of the Parties to this Agreement and their respective successors, permitted assignees, heirs, legatees, distributees, executors, administrators and guardians and is not intended to confer any benefits upon, or create any rights or remedies in favor of, any person other than the Parties to this Agreement.

Section 4.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Section 4.8. Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

Section 4.9. Entire Agreement. This Agreement and the Asset Purchase Agreement and other related agreements if any signed in conjunction with the Asset Purchase Agreement (hereinafter together referred to as the “Related Agreements”) set forth the entire understanding and agreement between the Parties as to the matters covered in this Agreement and the Related Agreements and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect to such understanding, agreement or statement.

Section 4.10. No Jury Trial. Each Party to this Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of this Agreement and, to the fullest extent permitted by applicable law.

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Section 4.11. Waiver. A Party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party to this Agreement, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered by the other Party pursuant to this Agreement or (c) waive compliance with any of the agreements, or satisfaction of any of the conditions, contained in this Agreement by the other Party. Any agreement on the part of a Party to this Agreement to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such Party.

Section 4.11. Fair Construction. This Agreement shall be deemed to be the joint work product of the Parties to this Agreement without regard to the identity of the draftsperson, and any rule of construction that a document shall be interpreted or construed against the drafting Party shall not be applicable.

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