Exhibit 10.2
10% SECURED PROMISSORY
NOTE
$44,800
March
23, 2009
FOR
VALUE RECEIVED, Blink Logic Inc., a Nevada corporation (the “
Maker ”), with its primary offices located at 750
Lindaro Street, Suite 350, San Rafael, California 94901 promises to
pay to the order of Enable Opportunity Partners LP or its
registered assigns (the “ Payee ”), upon the
terms set forth below, the principal sum of $44,800 plus interest
on the unpaid principal sum outstanding at the rate of 10% per
annum (this “ Note ”). Any defined terms used
but not defined herein have the meanings assigned to them in that
certain Securities Purchase Agreement among the Maker and the
Holder dated October 31, 2008. Reference is made to the
following securities (the “ Securities ”) of the
Maker held by Enable Growth Partners LP, Enable Opportunity
Partners, LP and Pierce Diversified Strategy Master Fund LP
(“ Enable Funds ”):
Original Issue Discount Senior Secured
Convertible Debenture due October 31, 2010
Original Issue Discount Senior
Convertible Debenture due September 28, 2009
Original Issue Discount Senior Secured
Convertible Debenture due June 12, 2010
Original Issue Discount Senior Secured
Convertible Debenture due July 28, 2010
Common Stock Purchase Warrants to
purchase up to, in the aggregate among the Enable Funds, 10,346,876
shares of Common Stock (the “ Warrants
”)
1. Payments .
(a) The full amount of principal
and accrued interest under this Note shall be due June 30, 2009
(the “ Maturity Date ”), unless due earlier in
accordance with the terms of this Note.
(b) The Maker shall pay interest to
the Payee on the aggregate then outstanding principal amount of
this Note at the rate of 10% per annum, payable upon the Maturity
Date unless due earlier in accordance with the terms of this
Note.
(c) All overdue accrued and unpaid
principal and interest to be paid hereunder shall entail a late fee
at the rate of 18% per annum (or such lower maximum amount of
interest permitted to be charged under applicable law) which will
accrue daily, from the date such principal and/or interest is due
hereunder through and including the date of payment.
2. Secured Obligation .
This Note is a further advance under that certain Security
Agreement dated October 31, 2008, among the Maker and Enable Growth
Partners LP (the “ Security Agreement ”) and is
secured by the security interest granted under the
Security Agreement. If the Payee is
not Enable Growth Partners LP, the Payee shall have all the rights
and obligations of a Secured Party (as defined under the Security
Agreement) under the Security Agreement as fully and to the same
extent as if the undersigned was an original signatory thereto and
Enable Growth Partners LP shall be deemed Agent (as defined
thereunder) to the Payee.
3.
Events of Default .
(a) “ Event of Default
”, wherever used herein, means any one of the following
events (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any
judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):
(i) any default in the payment of
the principal of, or the interest on, this Note, as and when the
same shall become due and payable;
(ii) Maker shall fail to observe or
perform any obligation or shall breach any term or provision of
this Note and such failure or breach shall not have been remedied
within ten days after the date on which notice of such failure or
breach shall have been delivered;
(iii) Maker or any of its
subsidiaries shall fail to observe or perform any of their
respective obligations owed to Payee or any other covenant,
agreement, representation or warranty contained in, or otherwise
commit any breach hereunder or in any other agreement executed in
connection herewith;
(iv) Maker or any of its
subsidiaries shall commence, or there shall be commenced against
Maker or any subsidiary a case under any applicable bankruptcy or
insolvency laws as now or hereafter in effect or any successor
thereto, or Maker or any subsidiary commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law
of any jurisdiction whether now or hereafter in effect relating to
Maker or any subsidiary, or there is commenced against Maker or any
subsidiary any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 60 days; or Maker or any
subsidiary is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is
entered; or Maker or any subsidiary suffers any appointment of any
custodian or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of
60 days; or Maker or any subsidiary makes a general assignment for
the benefit of creditors; or Maker or any subsidiary shall fail to
pay, or shall state that it is unable to pay, or shall be unable to
pay, its debts generally as they become due; or Maker or any
subsidiary
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shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring
of its debts; or Maker or any subsidiary shall by any act or
failure to act expressly indicate its consent to, approval of or
acquiescence in any of the foregoing; or any corporate or other
action is taken by Maker or any subsidiary for the purpose of
effecting any of the foregoing;
(v) Maker or any subsidiary shall
default in any of its respective obligations under any other note
or any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which
there may be issued, or by which there may be secured or evidenced
any indebtedness for borrowed money or money due under any long
term leasing or factoring arrangement of Maker or any subsidiary,
whether such indebtedness now exists or shall hereafter be created,
including, without limitation, the Security Agreement and the
Purchase Agreement and the Debentures (as defined in the Security
Agreement), and such default shall result in such indebtedness
becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable; or
(vi) Maker shall (a) be a party to
any Change of Control Transaction (as defined below), (b) agree to
sell or dispose all or in excess of 33% of its assets in one or
more transactions (whether or not such sale would constitute a
Change of Control Transaction), (c) redeem or repurchase more than
a de minimis number of shares of Common Stock or other equity
securities of Maker, or (d) make any distribution or declare or pay
any dividends (in cash or other property, other than common stock)
on, or purchase, acquire, redeem, or retire any of Maker's capital
stock, of any class, whether now or hereafter outstanding.
“Change of Control Transaction” means the occurrence of
any of: (i) an acquisition after the date hereof by an individual
or legal entity or “group” (as described in Rule
13d-5(b)(1) promulgated under the Securities Exchange Act of 1934,
as amended) of effective control (whether through legal or
beneficial ownership of capital stock of Maker, by contract or
otherwise) of in excess of 33% of the voting securities of Maker,
(ii) a replacement at one time or over time of more than one-half
of the members of Maker's board of directors which is not approved
by a majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are
serving as members of the board of directors on any date whose
nomination to the board of directors was approved by a majority of
the members of the board of directors who are members on the date
hereof), (iii) the merger of Maker with or into another entity that
is not wholly-owned by Maker, consolidation or sale of 33% or more
of the assets of Maker in one or a series of related transactions,
or (iv) the execution by Maker of an agreement to which Maker is a
party or by
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which it is bound, providing for any of
the events set forth above in (i), (ii) or (iii).
(b) If any Event of Default
occurs, the full principal amount of this Note, together with all
accrued interest thereon, shall become, at the Payee's election,
immediately due and payable in cash. Commencing 5 days after the
occurrence of any Event of Default that results in the acceleration
of this Note, the interest rate on this Note shall accrue at the
rate of 18% per annum, or such lower maximum amount of interest
permitted to be charged under applicable law. The Payee need
not provide and Maker hereby waives any presentment, demand,
protest or other notice of any kind, and the Payee may immediately
and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available
to it under applicable law. Such declaration may be rescinded and
annulled by Payee at any time prior to payment hereunder. No such
rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.
4. Conversion . The
Payee sh
