Standard Contracts
ContractConvertible Security Agreement • August 1st, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITY AGREEMENTSecurity Agreement • August 1st, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of July 28, 2008 (this “Agreement”), is among Blink Logic Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries , the “ Guarantors ” and together with the Company , the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Debentures due July 28, 2010 and issued on July 28, 2008 in the original aggregate Principal Amount of up to $3,333,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 1st, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
SUBSIDIARY GUARANTEE, dated as of July 28, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Blink Logic Inc., a Nevada corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANTWarrant Agreement • August 1st, 2008 • Blink Logic Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blink Logic Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2008 between Blink Logic Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • August 1st, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
THIS INTER-CREDITOR AGREEMENT (this “Agreement”) is made and effective as of July 28, 2008, by and between (i) the holders of the Original Issue Discount Senior Secured Convertible Debentures of Blink Logic Inc., a Nevada corporation (f/k/a Datajungle Software Inc., a Nevada corporation) (the “Company”) due September 28, 2009 (the “September Creditors”), (ii) the holder of the Company’s Original Issue Discount Senior Secured Convertible Debentures due June 12, 2010 (the “June Creditor” and collectively with the September Creditors, the “Existing Creditors”) and (iii) the New Creditors (as defined below) (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
