RENEWAL AND MODIFICATION AGREEMENT
Exhibit
6.1
This
Renewal and Modification Agreement (this “Agreement”),
effective as of October 28, 2005, is made by and among CaminoSoft Corp.,
a
California corporation (“Borrower”),
BFS
US Special Opportunities Trust PLC (“Lender”),
and
XXXX Capital Group, Inc., a Texas corporation (“Agent”).
Borrower
is indebted to Lender under the terms of a loan (the “Loan”)
evidenced by that certain 6.00% Convertible Debenture dated November 27,
2002 in the aggregate amount of $1,750,000 (the “Debenture”)
and
that certain Convertible Loan Agreement dated as of November 27, 2002
by
and among Borrower, BFS US Special Opportunities Trust PLC and Agent (the
“Loan
Agreement”)
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 Debenture 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 Debenture. Accordingly, the parties hereto
agree as follows:
1. Modification.
The
Debenture is hereby modified and amended such that the maturity date of the
Debenture is changed so that payment of the unpaid Principal Amount (as defined
in the Debenture), and all accrued and unpaid interest and any other charges,
fees and payments due under the Loan Agreement shall be due and payable in
full
on May 27, 2007. Except as modified and amended pursuant to the terms
of
this Agreement, the Loan Documents, including without limitation the Debenture,
shall remain in full force and effect in accordance with their respective
terms.
2. Reaffirmation
of Loan.
Borrower: (a) reaffirms 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
Debenture.
3. Consideration.
In
consideration for renewal and modification of the Debenture as set forth in
this
Agreement, the receipt and sufficiency of which is hereby acknowledged,
concurrently with the execution and delivery of this Agreement, Borrower hereby
agrees to grant to Lender a warrant to purchase 175,000 shares (the
“Warrant
Shares”)
of
common stock, no par value, of Borrower pursuant to the terms and conditions
of
that certain Warrant for the Purchase of 175,000 Shares of Common Stock attached
as Exhibit A hereto (the “Warrant”),
which
such Warrant Borrower shall execute and deliver to Borrower upon the execution
and delivery of this Agreement.
4. 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 Borrower’s obligations under the Loan Documents; or
(iv) any liability under any of the Loan Documents.
5. Registration
Rights.
Borrower hereby agrees and acknowledges that the Warrant Shares shall constitute
“Registrable
Securities”
as
defined in, and in accordance with, the Loan Agreement, and that the Lender
shall be entitled to all of the rights of a holder of Registrable Securities
pursuant to Article IX of the Loan Agreement with respect to the Warrant
Shares. Without limiting the foregoing, Borrower hereby covenants, agrees and
acknowledges that all, and not less than all, of the Warrant Shares will be
included in the next Piggy-Back Registration Statement (as defined in the Loan
Agreement) filed by Borrower, after giving effect to any cutbacks or other
similar rights in connection with such Piggy-Back Registration Statement.
6. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the state provided for in the Debenture, without reference to conflict
of law principles.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
stated above.
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Dated: ___________________,
2005
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BORROWER:
By:_________________________________________
Xxxxxxx
Xxxxxxx
Chief
Operating Officer and Chief Financial Officer
|
|
LENDER:
BFS
US Special Opportunities Trust PLC
By:_________________________________________
Xxxxxxx
Xxxxxxxxx, President
XXXX
Capital Group, Inc., Investment Advisor
|
|
|
AGENT:
XXXX
Capital Group, Inc.
By:__________________________________________
Xxxxxxx
Xxxxxxxxx
President
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2
Exhibit
A
Warrant
for the Purchase of 175,000 Shares of Common Stock
