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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:
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2. |
Article I “ Definitions ” of the Agreement
is hereby amended as follows: |
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(a) |
There is inserted in the proper alphabetical order the
following definition: |
“ Promissory
Note ” means the promissory note to be issued by Buyer to
Seller, substantially in the form attached hereto as Exhibit
E , in the
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