RENEWAL AND MODIFICATION AGREEMENT
EXHIBIT
10.3
This
Renewal and Modification Agreement (this “Agreement”),
effective as of November 1, 2007, is made by and between CaminoSoft Corp.,
a
California corporation (“Borrower”),
and
Renaissance US Growth Investment Trust PLC (“Lender”).
Borrower
is indebted to Lender under the terms of a loan (the “Loan”)
evidenced by that certain Convertible Promissory Note, dated February 7, 2007,
in the principal amount of $100,000 (the “Note”),
and
certain other instruments, as each may have been previously renewed, modified
or
extended (such instruments, and any others which evidence, guaranty, secure
or
modify the Loan, as any or all of them may have been amended or modified to
date
and whether or not executed by Borrower, shall hereinafter be collectively
referred to as the “Loan
Documents”).
Payment of the Note is secured by the security interests in all or substantially
all of the assets of Borrower. The parties hereto wish to modify, renew and
extend the maturity of the Note. Accordingly, the parties hereto agree as
follows:
Modification.
The
Note is hereby modified and amended such that (i) the maturity date of the
Note
is changed so that payment of the unpaid principal on the Note, and all accrued
and unpaid interest and any other charges, fees and payments due under the
Loan
Documents shall be due and payable in full on February 27, 2008; and (ii)
commencing with the interest payments due on November 1, 2007, such payments
will be made by delivering of restricted shares of Borrower’s Common Stock. The
number of shares to be so delivered shall be equal to the amount of the interest
payment divided by the average of the last sale prices, or if there is no last
sale price, the closing bid prices, for the five trading days immediately
preceding the payment date. Except as modified and amended pursuant to the
terms
of this Agreement, the Loan Documents, including without limitation the Note,
shall remain in full force and effect in accordance with their respective
terms.
Reaffirmation
of Loan.
Borrower: (a) reaffirms the terms and provisions of, and its obligations under,
the Loan Documents, as modified herein; and (b) confirms to Lender all security
interests and liens heretofore granted to secure payment and performance of
the
Note.
No
Claims or Defenses.
Borrower confirms and acknowledges that it has no claims, offsets, counterclaims
or defenses with respect to (i) the payment of the Loan; (ii) the payment of
any
other sums due under the Loan Documents; (iii) the performance of any of
Borrower’s obligations under the Loan Documents; or (iv) any liability under any
of the Loan Documents.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the state of Texas, without reference to conflict of law
principles.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
stated above.
| BORROWER: | ||
| CaminoSoft Corp. | ||
| |
|
|
| By: | ||
|
Xxxxxxx
Xxxxxxx
Chief
Operating Officer and Chief Financial Officer
|
||
| LENDER: | ||
| Renaissance US Growth Investment Trust PLC | ||
| |
|
|
| By: | XXXX Capital Group, Inc. | |
| Its: Investment Manager | ||
| By: |
Xxxxxxx
Xxxxxxxxx
President
|
|
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