RENEWAL AND MODIFICATION AGREEMENT
Exhibit
10.1
This
Renewal and Modification Agreement (this “Agreement”),
effective as of February 27, 2008, is made by and among CaminoSoft Corp., a
California corporation (“Borrower”),
US
Special Opportunities Trust PLC (formerly BFS US Special Opportunities Trust
PLC) (“USSO”),
Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation
(“Xxxx
III”),
Renaissance US Growth Investment Trust PLC, a public limited company registered
in England and Wales (“RUSGIT”)
(USSO,
Xxxx III, and RUSGIT being individually referred to as a “Lender”
and
collectively as “Lenders”),
and
XXXX Capital Group, Inc., a Texas corporation (“Agent”).
Borrower
is indebted to the Lenders under the terms of the following
documents:
| · |
6.00%
Convertible Debenture, dated November 27, 2002, in the original principal
amount of $1,000,000,
payable to USSO;
|
| · |
6.00%
Convertible Debenture, dated August 1, 2003, in the original principal
amount of $750,000,
payable to USSO;
|
| · |
Secured
Subordinated Promissory Note, dated July 19, 2004, in the original
principal amount of $250,000,
payable to Xxxx III;
|
| · |
Secured
Subordinated Promissory Note, dated July 19, 2004, in the original
principal amount of $250,000,
payable to RUSGIT;
|
| · |
Secured
Subordinated Promissory Note, dated July 19, 2004, in the original
principal amount of $250,000,
payable to BFS;
|
| · |
Convertible
Promissory Note, dated February 7, 2007, in the original principal
amount
of $100,000,
payable to USSO; and
|
| · |
Convertible
Promissory Note, dated February 7, 2007, in the original principal
amount
of $100,000,
payable to RUSGIT.
|
All
such
documents, together with all previously existing renewals, modifications,
amendments, or extensions thereof, are collectively referred to as the
“Loan
Documents.”
The
parties hereto wish to modify, renew and extend the maturity of the Loan
Documents.
Accordingly,
the parties hereto agree as follows:
1. Modification.
The
Loan Documents are hereby modified and amended such that the maturity date
set
forth in each of the Loan Documents is changed so that payment of the unpaid
principal, 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
May
30, 2008.
2. Effect
of Agreement.
Except
as modified and amended pursuant to the terms of this Agreement, the Loan
Documents shall remain in full force and effect in accordance with their
respective terms.
3. 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 Lenders all security
interests and liens heretofore granted to secure payment and performance of
the
Loan Documents.
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 indebtedness described in
the
Loan Documents; (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.
5. Fees
and Expenses.
Borrower shall pay to Lenders all of Lenders’ reasonable out-of-pocket fees and
expenses incurred in connection with the transactions contemplated hereby,
including without limitation attorneys’ fees of Lenders’ counsel, Xxxxxx and
Xxxxx, LLP.
6. 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
|
||
| LENDERS: | ||
| US Special Opportunities Trust PLC | ||
| |
|
|
| By: | ||
|
Xxxxxxx
Xxxxxxxxx, President
XXXX
Capital Group, Inc., Investment Advisor
|
||
| Renaissance Capital Growth & Income Fund III, Inc. | ||
| |
|
|
| By: | ||
|
Xxxxxxx
Xxxxxxxxx
President
|
||
| Renaissance US Growth Investment Trust PLC | ||
|
By: XXXX
Capital Group, Inc.
Its:
Investment
Manager
|
||
| |
|
|
| By: | ||
|
Xxxxxxx
Xxxxxxxxx
President
|
||
| AGENT: | ||
| XXXX Capital Group, Inc. | ||
| |
|
|
| By: | ||
|
Xxxxxxx
Xxxxxxxxx
President
|
||
