Exhibit 10.4
INTER-CREDITOR
AGREEMENT
THIS INTER-CREDITOR AGREEMENT (this “
Agreement ”) is made and effective as of August 20,
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 ” and
collectively with the September Creditors and June Creditor, 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 ”).
RECITALS
WHEREAS, the September Creditors are the
parties to that certain Securities Purchase Agreement dated
September 28, 2007 (the “ September Purchase Agreement
”) by and between each of the September Creditors and the
Company and are the holders of those Original Issue Discount Senior
Secured Convertible Debentures due September 28, 2009 and dated
September 28, 2007, for an aggregate total Principal Amount of up
to $4,070,000 executed by the Company in favor of the September
Creditors (the “ September Indebtedness ”), and
the September Creditors are the beneficiaries of that certain
Security Agreement dated September 28, 2007 (the “
September Security Agreement ”) between the Company,
all of its Subsidiaries (as defined therein) and the September
Creditors and Enable Growth Partners L.P., as collateral agent for
the benefit of the September Creditors (the “ September
Collateral Agent ”) pursuant to which the September
Indebtedness is secured by all of the assets of the
Company;
WHEREAS, the June Creditor is the party
to that certain Securities Purchase Agreement dated June 12, 2008
(the “ June Purchase Agreement ”) by and between
the June Creditor and the Company and is the holder of that certain
Original Issue Discount Senior Secured Convertible Debenture due
June 12, 2010 and dated June 12, 2008, for an aggregate total
Principal Amount of up to $444,400 executed by the Company in favor
of the June Creditor (the “ June Indebtedness
”), and the June Creditor is the beneficiary of that certain
Security Agreement dated June 12, 2008 (the “ June
Security Agreement ”) between the Company, all of its
Subsidiaries (as defined therein) and the June Creditor and Enable
Growth Partners L.P., as collateral agent for the benefit of the
June Creditor (the “ June Collateral Agent ”)
pursuant to which the June Indebtedness is secured by all of the
assets of the Company;
WHEREAS, the July Creditor is the party
to that certain Securities Purchase Agreement dated July 28,
2008 (the “ July Purchase Agreement ”) by
and between the July Creditor and the Company and is the holder of
that certain Original Issue Discount Senior Secured Convertible
Debenture due July 28, 2010 and dated July 28, 2008, for an
aggregate total Principal Amount of up to $1,222,100 executed by
the Company in favor of the July Creditor (the “ July
Indebtedness ” and together with the September
Indebtedness and June Indebtedness, the “ Existing
Indebtedness ”), and the July Creditor is the beneficiary
of that certain Security Agreement dated July 28, 2008 (the “
July Security Agreement ” and together with the
September Security Agreement and the June Security Agreement, the
“Security Agreements ”) between the Company, all
of its Subsidiaries (as defined therein) and the July Creditor and
Enable Growth Partners L.P., as collateral agent for the benefit of
the July Creditor (the “ July
Collateral Agent
”) pursuant to which the July
Indebtedness is secured by all of the assets of the
Company
WHEREAS, pursuant to that certain
Securities Purchase Agreement dated August 20, 2008 (the
“ August Purchase Agreement ” and together with
the, September Purchase Agreement, the June Purchase Agreement, and
the July Purchase Agreement the “ Purchase Agreements
”), the investors signatory thereto (the “ New
Creditors ”) will be purchasing up to $522,200, in the
aggregate, in Principal Amount of Original Issue Discount Senior
Secured Convertible Debentures due August 20,_2010 from the Company
(the “ New Indebtedness ” and together with the
Existing Indebtedness, the “ Indebtedness
”);
WHEREAS, the New Indebtedness will also
be secured by all assets of the Company;
WHEREAS, the Creditors intend that the
New Indebtedness and the Existing Indebtedness be secured by all
assets of the Company on a pari passu
basis;
WHEREAS, the Creditors wish to
memorialize their agreements concerning their respective rights,
duties and obligations to one another with respect to the security
interests granted under the Indebtedness.
NOW, THEREFORE, in consideration of the
mutual covenants herein, their respective performances and benefits
pertaining to the Indebtedness, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Ranking .
1.1
The Indebtedness shall rank in the
following order of priority: any sums secured or owed to the
Existing Creditors or the New Creditors, pari passu and
pro - rata in proportion to such Creditor’s
outstanding principal amounts of Indebtedness at any g
