AMENDMENT NO. 1 TO BORROWER’S SECURITY Agreement
Exhibit
4.3
AMENDMENT
NO. 1
TO
This
Amendment No. 1 to Borrower’s Security Agreement (this “Amendment”)
is
made as of February 7, 2007 by and among CaminoSoft Corp., a California
corporation (“Borrower”),
Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation,
Renaissance US Growth Investment Trust PLC, a public limited company registered
in England and Wales, US Special Opportunities Trust PLC (formerly BFS US
Special Opportunities Trust PLC), a public limited company registered in England
and Wales (collectively referred to herein as the “Lender”),
and
XXXX Capital Group, Inc. (formerly Renaissance Capital Group, Inc.), a Texas
corporation, as agent for Lender (“Agent”).
WHEREAS,
the Borrower, Lender and Agent have entered into that certain Security Agreement
dated as of July 19, 2004 (the “Agreement”)
in
connection with the issuance by Borrower of certain secured subordinated
promissory notes to Lender.
WHEREAS,
on or about the date hereof, Borrower will issue and deliver to Lender
additional convertible promissory notes (the “New
Notes”).
WHEREAS,
Borrower, Lender and Agent desire to amend the Agreement to provide, among
other
things, that the New Notes shall be subject to and secured by the
Agreement.
WHEREAS,
capitalized terms used but not defined herein shall have the meanings given
such
terms in the Agreement.
NOW
THEREFORE, in
consideration of the foregoing recitals and the mutual promises set forth in
this Amendment and the Agreement
and for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby expressly acknowledged, Borrower, Lender and Agent hereby agree as
follows:
1. Recital
A
of the
Agreement is hereby amended and restated to read in its entirety as
follows:
“A. Lender,
Borrower and Agent (or certain of them) have entered into those certain 7.00%
Secured Subordinated Promissory Notes, dated July 19, 2004, and those certain
Convertible Promissory Notes, dated February 7, 2007, and may hereafter enter
into certain additional promissory notes, debentures or other evidences of
indebtedness (any of the foregoing, the “Notes”).
2. Recital
B
of the
Agreement is hereby amended and restated to read in its entirety as
follows:
“B. Lender
has required that Borrower grant a security interest in all of its assets as
collateral for the loan and any other indebtedness, liabilities or obligations
of Borrower to Lender, whether now existing or hereafter incurred (the
“Obligations”).
The
Obligations shall also consist of payment of the costs and expenses of that
sale
or realization, including compensation to Lender’s agents and counsel, and all
costs, expenses, liabilities, and advances made or incurred by Lender in
connection therewith.”
3. Except
as
expressly modified by this Amendment, all other terms and provisions of the
Agreement shall be unaffected by this Amendment, and shall remain in full force
and effect, and are hereby ratified and confirmed.
4. This
Amendment shall be governed and construed and enforced in accordance with the
substantive laws of the State of Texas, without regard to the conflicts of
laws
provisions thereof, and the applicable laws of the United States.
5. This
Amendment may be executed in any number of counterparts, each of which shall
be
enforceable, and all of which together shall constitute one
instrument.
6. A
facsimile, telecopy or other reproduction of this Amendment may be executed
by
one or more parties hereto, and an executed copy of this Amendment may be
delivered by one or more parties hereto by facsimile or similar electronic
transmission device pursuant to which the signature of or on behalf of such
party can be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party hereto,
all
parties hereto agree to execute an original of this Amendment as well as any
facsimile, telecopy or other reproduction hereof.
[Remainder
of Page Intentionally Blank]
2
IN
WITNESS WHEREOF, the parties have executed this Amendment on the day, month
and
year first set forth above.
Borrower: | ||
CaminoSoft Corp. | ||
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By: | ||
Xxxxxxx
Xxxxxxx
Chief
Executive Officer
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Lender: | ||
Renaissance Capital Growth & Income Fund III, Inc. | ||
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By: | ||
Xxxxxxx
Xxxxxxxxx
President
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Renaissance US Growth Investment Trust PLC | ||
By: XXXX
Capital Group, Inc.
Its: Investment
Manager
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By: | ||
Xxxxxxx
Xxxxxxxxx
President
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US
Special Opportunities Trust
PLC
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By: XXXX
Capital Group, Inc.
Its: Investment
Adviser
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By: | ||
Xxxxxxx
Xxxxxxxxx
President
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AGENT: | ||
XXXX Capital Group, Inc. | ||
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By: | ||
Xxxxxxx
Xxxxxxxxx
President
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