COMMON STOCK PURCHASE WARRANT BLINK LOGIC INC.Blink Logic Inc. • November 4th, 2008 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ LP (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 Authorized Share Approval 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 • November 4th, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 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”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 31, 2010Blink Logic Inc. • November 4th, 2008 • Services-prepackaged software • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Blink Logic Inc., a Nevada corporation, (the “Company”), having its principal place of business at 750 Lindaro Street, Suite 350, San Rafael, California 94901, designated as its Original Issue Discount Senior Secured Convertible Debenture due October 31, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • November 4th, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of October 31, 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 October 31, 2010 and issued on October 31, 2008 in the original aggregate Principal Amount of up to $2,222,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 4th, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
SUBSIDIARY GUARANTEE, dated as of October 31, 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.
BLINK LOGIC INC. San Rafael, CA 94901Blink Logic Inc. • November 4th, 2008 • Services-prepackaged software
Reference is made to the Securities Purchase Agreement by and among Blink Logic Inc. (f/k/a DataJungle Software Inc.) (the “Company”), Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC, Ena (collectively, the “Holders”), dated September 28, 2007 (the “Agreement”), and the Original Issue Discount Senior Secured Convertible Debentures, having an issue date of September 28, 2007 (the “Debentures”), that were issued to you pursuant to the Agreement. Any defined terms used herein and otherwise undefined shall have the same meaning ascribed to such terms in the Agreement. The Company hereby seeks to obtain your consent to amend the terms of the Debentures (this “Amendment”) as follows:
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 4th, 2008 • Blink Logic Inc. • Services-prepackaged software
THIS CONSENT AND WAIVER AGREEMENT, dated as of October 31, 2008 (this “Agreement”), is entered into by and among Blink Logic Inc., a Nevada corporation (the “Company”), the September Purchasers (as defined below), the June Purchaser (as defined below), the July Purchaser (as defined below)and the August Purchasers (as defined below). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Transaction Documents.
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • November 4th, 2008 • Blink Logic Inc. • Services-prepackaged software • New York
THIS INTER-CREDITOR AGREEMENT (this “Agreement”) is made and effective as of October 31, 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”) (iii) the holder of the Company’s Original Issue Discount Senior Secured Convertible Debentures due July 28, 2010 (the “July Creditor”), (vi) the holders of the Company’s Original Issue Discount Senior Secured Convertible Debentures due August 20, 2010 (the “August Creditors” and collectively with the September Creditors, the June Creditor, the July Creditor and the August Creditors, the “Existing Creditors”) and (v) the New Creditors (as defined below) (the Existing Creditors and the New Creditors a
