EXHIBIT 4.15
EXTENSION AGREEMENT
This Extension Agreement is entered into as of the 13th day of
August,
2008 by and between Spare Backup, Inc., a Delaware corporation (the
"Company")
and Gimmel Partners, LP, a __________ limited partnership (the
"Holder").
R E C I T A L S
WHEREAS, on November 14, 2007 the Company issued the Holder a
$2,500,000 principal amount Convertible Subordinated Promissory
Debenture with a
maturity date (the "Maturity Date") of November 14, 2008, a copy of
which is
attached hereto as Exhibit A and incorporated herein by such
reference (the
"Debenture").
WHEREAS, the Debenture was initially convertible into shares of
the
Company's common stock at a conversion price of $0.50 per
share.
WHEREAS, in connection with the issuance and sale of the Debenture
the
Company issued the Holder three year common stock purchase warrants
to purchase
5,000,000 shares of the Company's common stock at an exercise price
of $0.33 per
share (the "Warrants").
WHEREAS, the Debenture contained a provision that reduced the
conversion price of the Debenture upon certain occurrence and, as a
result of
these provisions, the conversion price of the Debenture and
Warrants has
heretofore been reduced to $0.25 per share.
WHEREAS, the Company wishes to extend the Maturity Date of the
Debenture and in consideration therefore has agreed to reduce the
exercise price
of the Warrants and the Holder has agreed to such an extension.
NOW, THEREFORE, in consideration of the mutual promises set
forth
herein and other good and valuable consideration, the receipt and
sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. The foregoing recitals are true and correct and
are
incorporated herein by such reference.
2. Debentures and Warrants. The Maturity Date of the Debenture
is
hereby extended to August 14, 2009 and the exercise price of
Warrants is to
$0.25 per share. Except for the extension of the Maturity Date and
the reduction
in the exercise price of the Warrants, other than the previous
adjustment in the
conversion price of the Debenture, all other terms
