Exhibit
10.5
BLINK LOGIC INC.
750 Lindaro Street, Ste.
350
San Rafael, CA 94901
April 13, 2009
Undersigned Holder of the Original
Issue Discount Senior Secured Convertible Debentures Due June 12,
2010
Ladies and Gentlemen:
Reference is made to the Securities Purchase Agreement by and among
Blink Logic Inc. (the “ Company ”) and Enable
Growth Partners LP (the “ Holder ”), dated
June 12, 2008 (the “ Agreement ”), and the
Original Issue Discount Senior Secured Convertible Debentures,
having an issue date of June 12, 2008 (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:
1.
The definition of
“ Monthly Redemption Amount ” in Section 1 shall
be amended such that, in addition to the sum of all liquidated
damages and any other amounts then owing to the Holder in respect
of this Debenture, the respective Monthly Redemption Amount shall
be the following amount for the Holder
:
a.
Enable Growth Partners
LP - $34,184.62
2.
The definition of
“Monthly Redemption Date” in Section 1 shall be amended
and restated as follows: ““ Monthly Redemption
Date ” means June 12, 2009, and the 12 th
calendar day of each month thereafter, and terminating upon the
full redemption of this Debenture. ”
3.
Company hereby makes the
representations and warranties set forth below to the Holder that
as of the date of its execution of this Amendment:
(a)
The Company has the
requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Amendment and
otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Amendment by the Company
and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of
such Company and no further action is required by such Company, its
board of directors or its stockholders in connection therewith.
This Amendment has been duly executed by the Company and,
when delivered in accordance with the terms hereof will constitute
the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be
limited by applicable law.
(b)
The execution, delivery
and performance of this Amendment by the Company and the
consummation by the Company of the transactions contemplated hereby
do not and will not: (i) conflict with or violate any provision of
the Company’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under,
result in the creation of any lien upon any of the properties or
assets of the Company, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any material agreement, credit facility,
debt or other material instrument (evidencing Company debt or
otherwise) or other material understanding to which the Company is
a party or by which any property or asset of the Company is bound
or affected, or (iii) conflict with or result in a violation of any
law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to
whi
