Exhibit 10.1
10% SECURED PROMISSORY
NOTE
$360,000
April
29, 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 Growth Partners LP or its registered
assigns (the “ Payee ”), upon the terms set
forth below, the principal sum of $360,000 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 shall call a meeting of its creditors with a view to
arranging a composition,
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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 which it is bound, providing for any of the events set
forth above in (i), (ii) or (iii).
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(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
accel
