RENEWAL AND MODIFICATION AGREEMENT
EXHIBIT
10.2
This
Renewal and Modification Agreement (this “Agreement”),
effective as of November 1, 2007, is made by and among CaminoSoft Corp., a
California corporation (“Borrower”),
US
Special Opportunities Trust PLC (formerly 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”)
as
evidenced by that certain 6.00% Convertible Debenture, dated November 27, 2002,
in the principal amount of $1,000,000, and that certain 6.00% Convertible
Debenture, dated August 1, 2003, in the principal amount of $750,000, each
as
renewed and modified on October 28, 2005 and May 7, 2007 (the “Debentures”),
that
certain Convertible Loan Agreement dated as of November 27, 2002 by and among
Borrower, Lender 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 Debentures is secured by 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 Debentures. Accordingly, the parties hereto
agree as follows:
Modification.
The
Debentures are hereby modified and amended such that (a) the maturity date
on
each of the Debentures is changed so that payment of the unpaid Principal Amount
(as defined in the Debentures), 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 February 27, 2008, and (b) 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 Debentures, 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
Debentures.
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.
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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.
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: | ||
| 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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