SIXTH SUPPLEMENTAL INDENTURE,

 

                                                                    EXHIBIT 4.10

 

 

      VOID AFTER 5:00 P.M., CALIFORNIA TIME,

      ON DECEMBER 18, 2008

 

      NEITHER THESE   SECURITIES NOR THE SECURITIES   INTO WHICH THESE   SECURITIES

      ARE   EXERCISABLE   HAVE BEEN   REGISTERED   WITH THE   SECURITIES AND EXCHANGE

      COMMISSION OR THE   SECURITIES   COMMISSION OF ANY STATE IN RELIANCE UPON AN

      EXEMPTION FROM   REGISTRATION   UNDER THE SECURITIES ACT OF 1933, AS AMENDED

      (THE "SECURITIES   ACT"), or the securities laws of any state of the United

      States.   The securities   represented   hereby may not be offered or sold in

      the absence of an   effective   registration   statement   for the   securities

      under applicable securities laws unless offered, sold or transferred under

      an available   exemption from the registration   requirements of those laws.

      NOTWITHSTANDING   THE   FOREGOING,    THESE   SECURITIES   AND   THE   SECURITIES

      ISSUABLE   UPON EXERCISE OF THESE   SECURITIES   MAY BE PLEDGED IN CONNECTION

      WITH A BONA FIDE   MARGIN   ACCOUNT OR OTHER LOAN OR   FINANCING   ARRANGEMENT

      SECURED BY SUCH SECURITIES.

 

Date: December 18, 2003

 

                                CAMINOSOFT CORP.

 

                             STOCK PURCHASE WARRANT

 

      THIS CERTIFIES   THAT,   for value   received,   Renaissance   Capital Growth &

Income Fund III, Inc., or its registered   assigns,   is entitled to purchase from

CAMINSOFT   CORP.,   a   corporation   organized   under   the   laws of the   State   of

California (the "COMPANY"), at any time or from time to time during the Exercise

Period (as defined in Section 2 hereof),   540,541   fully paid and   nonassessable

shares of the Company's common stock, no par value (the "COMMON   STOCK"),   at an

exercise price per share (the "EXERCISE PRICE") of $.74. The number of shares of

Common Stock purchasable hereunder (the "WARRANT SHARES") and the Exercise Price

are subject to adjustment as provided in Section 4 hereof.   The term   "WARRANTS"

means this Warrant and the other Warrants of the Company issued pursuant to that

certain   Securities   Purchase   Agreement,   dated as of December 18, 2003, by and

among the Company and the other   signatories   thereto (the "SECURITIES   PURCHASE

AGREEMENT").

 

 

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      This Warrant is subject to the following terms, provisions and conditions:

 

      1. (a)   MANNER OF   EXERCISE;   ISSUANCE   OF   CERTIFICATES.   Subject   to the

provisions hereof, including,   without limitation,   the limitations contained in

Section 7 hereof,   this Warrant may be exercised at any time during the Exercise

Period by the holder   hereof,   in whole or in part,   by   delivery of a completed

exercise   agreement in the form attached hereto (the "EXERCISE   AGREEMENT"),   to

the   Company by 5 p.m.   California   time on any   Business   Day at the   Company's

principal executive offices (or such other office or agency of the Company as it

may designate by notice to the holder hereof) and upon payment to the Company as

provided in Section 1(b) below of the applicable   Exercise Price for the Warrant

Shares   specified in the   Exercise   Agreement.   The Warrant   Shares so purchased

shall be deemed to be issued to the holder hereof or such holder's designee,   as

the record   owner of such   shares,   as of the close of   business   on the date on

which   this   Warrant   shall have been   surrendered   and the   completed   Exercise

Agreement   shall have been   delivered   and payment shall have been made for such

shares as set forth   above or, if such day is not a   Business   Day,   on the next

succeeding   Business   Day. The Warrant   Shares so   purchased,   representing   the

aggregate   number   of   shares   specified   in the   Exercise   Agreement,   shall be

delivered to the holder hereof within a reasonable   time, not exceeding five (5)

Business   Days,   after this Warrant shall have been so exercised   (the "DELIVERY

PERIOD").   If the Company's   transfer agent is   participating   in the Depository

Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as

the   certificates   therefor   do not   require   a   legend   and the   holder   is not

obligated to return such certificate for the placement of a legend thereon,   the

Company shall cause its transfer   agent to   electronically   transmit the Warrant

Shares so purchased to the holder by crediting   the account of the holder or its

nominee with DTC through its Deposit   Withdrawal Agent   Commission   system ("DTC

TRANSFER").   If   the   aforementioned   conditions   to   a   DTC   Transfer   are   not

satisfied,   the   Company   shall   deliver   to the   holder   physical   certificates

representing the Warrant Shares so purchased.   Further,   the holder may instruct

the   Company to deliver to the holder   physical   certificates   representing   the

Warrant   Shares so   purchased   in lieu of   delivering   such shares by way of DTC

Transfer. Any certificates so delivered shall be in such denominations as may be

requested by the holder   hereof,   shall be registered in the name of such holder

or such other name as shall be designated by such holder and, following the date

on which the   Warrant   Shares may be sold by the holder   pursuant to Rule 144(k)

promulgated   under the Securities Act (or a successor rule),   shall not bear any

restrictive   legend.   If this Warrant   shall have been   exercised   only in part,

then, unless this Warrant has expired, the Company shall, at its expense, at the

time of   delivery   of such   certificates,   deliver to the   holder a new   Warrant

representing   the number of shares with respect to which this Warrant   shall not

then have been exercised.

 

 

                                       2

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      (b) PAYMENT OF EXERCISE PRICE.   The holder shall pay the Exercise Price in

immediately available funds; provided,   however, if a registration statement has

not become effective pursuant to a registration   requested by holder pursuant to

the terms of the   Registration   Rights   Agreement (as defined by the   Securities

Purchase   Agreement)   and is not   effective   at the time holder   exercises   this

Warrant,   the holder hereof may satisfy its obligation to pay the Exercise Price

through a "cashless   exercise,"   in which   event the Company   shall issue to the

holder hereof the number of Warrant Shares determined as follows:

 

                                 X = Y [(A-B)/A]

 

                  where:

 

                                     X =   the   number   of   Warrant   Shares   to be

                                    issued to the holder.

 

                                    Y   =   the   number   of   Warrant   Shares   with

                                    respect   to   which   this   Warrant   is   being

                                    exercised.

 

                                    A = the   average of the   Closing   Prices for

                                    the five trading days   immediately   prior to

                                     (but not including) the Exercise Date.

 

                                    B = the Exercise Price.

 

            For purposes of Rule 144 promulgated under the Securities Act, it is

intended,   understood   and   acknowledged   that the   Warrant   Shares   issued in a

cashless   exercise   transaction   shall be deemed to have   been   acquired   by the

holder hereof,   and the holding period for the Warrant Shares shall be deemed to

have commenced,   on the date this Warrant was originally   issued pursuant to the

Purchase Agreement.

 

      2. PERIOD OF   EXERCISE.   Except as set forth in Section   7(h) below,   this

Warrant may be exercised at any time or from time to time (an   "EXERCISE   DATE")

during the period (the "EXERCISE   PERIOD")   beginning on (a) the date hereof and

ending (b) at 5:00 p.m., California time, on the fifth annual anniversary of the

date of original   issuance   hereof.   Notwithstanding   anything   to the   contrary

herein, the Exercise Period shall be extended one (1) day for each day following

the   Exercise   Date   that   the   holder   hereof   may   not   sell   shares   under   a

registration   properly   requested by holder pursuant to the Registration   Rights

Agreement   or   pursuant   to Rule 144   under   the   Securities   Act if the   holder

effected a "cashless exercise" of this Warrant pursuant to Section 1(b), in each

case only if and only to the extent such   inability to sell is the result of the

Company's breach of its   registration   obligations set forth in the Registration

Rights   Agreement or obligations with respect to resales of Warrant Shares under

Rule 144 of the Securities Act.

 

 

                                       3

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      3. CERTAIN   AGREEMENTS OF THE COMPANY.   The Company   hereby   covenants and

agrees as follows:

 

            (a) SHARES TO BE FULLY PAID. All Warrant Shares will,   upon issuance

in accordance with the terms of this Warrant, be validly issued,   fully paid and

nonassessable and free from all taxes,   liens,   claims and encumbrances   (except

for restrictions existing under applicable securities laws).

 

            (b) RESERVATION OF SHARES.   During the Exercise Period,   the Company

shall at all times have   authorized,   and   reserved   for the purpose of issuance

upon exercise of this Warrant,   a sufficient number of shares of Common Stock to

provide for the exercise in full of this Warrant   (without   giving effect to the

limitations on exercise set forth in Section 7(h) hereof).

 

            (c)   LISTING.   The   Company has secured the listing of the shares of

Common Stock   issuable   upon   exercise of or otherwise   pursuant to this Warrant

upon each national   securities   exchange or automated   quotation system, if any,

upon which shares of Common Stock are then listed or become   listed   (subject to

official   notice of issuance upon exercise of this Warrant) and shall   maintain,

so long as any other shares of Common Stock shall be so listed,   such listing of

all shares of Common   Stock from time to time   issuable   upon the exercise of or

otherwise   pursuant   to this   Warrant;   and the   Company   shall   so list on each

national   securities exchange or automated quotation system, as the case may be,

and shall   maintain   such listing of, any other   shares of capital   stock of the

Company   issuable upon the exercise of or otherwise   pursuant to this Warrant if

and so long as any   shares of the same   class   shall be listed on such   national

securities exchange or automated quotation system.

 

            (d) CERTAIN ACTIONS   PROHIBITED.   The Company will not, by amendment

of its   Articles of   Incorporation   or through any   reorganization,   transfer of

assets, consolidation,   merger, dissolution,   issuance or sale of securities, or

any other voluntary action, avoid or seek to avoid the observance or performance

of any of the terms to be observed or performed by it hereunder, but will at all

times in good faith   assist in the carrying   out of all the   provisions   of this

Warrant.   Without   limiting the generality of the foregoing,   without consent of

the holder, the Company (i) will not (a) increase the par value of any shares of

Common Stock   receivable   upon the   exercise of this Warrant   above the Exercise

Price then in effect,   (b)   increase the number of   authorized   shares of Common

Stock,   or (c) authorize or issue preferred   stock,   and (ii) will take all such

actions as may be necessary or appropriate in order that the Company may validly

and legally   authorize and issue fully paid and   nonassessable   shares of Common

Stock upon the exercise of this Warrant, not subject to preemptive rights.

 

 

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            (e) SUCCESSORS   AND ASSIGNS.   This Warrant shall be binding upon any

entity succeeding to the Company by merger, consolidation, or acquisition of all

or substantially all of the Company's assets.

 

            (f) BLUE SKY LAWS.   The   Company   shall,   on or   before   the date of

issuance   of   any   Warrant   Shares,   take   such   actions   as the   Company   shall

reasonably   determine are necessary to qualify the Warrant Shares for, or obtain

exemption   for the Warrant   Shares for,   sale to the holder of this Warrant upon

the exercise hereof under applicable securities or "blue sky" laws of the states

of the United States,   and shall provide evidence of any such action so taken to

the holder of this   Warrant   prior to such   date;   provided,   however,   that the

Company   shall not be   required   to qualify as a foreign   corporation   or file a

general consent to service of process in any such jurisdiction.

 

      4. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price

and the number of Warrant   Shares   issuable   upon the exercise of the   Warrants,

shall be subject to adjustment from time to time as provided in this Section 4.

 

      In the event that any adjustment of the Exercise Price as required   herein

results in a fraction of a cent, such Exercise Price shall be rounded up or down

to the nearest cent;   provided   that,   in no event shall the Exercise   Price per

share be reduced below $0.01.

 

            (a) SUBDIVISION OR COMBINATION OF COMMON STOCK.   If the Company,   at

any time during the   Exercise   Period,   subdivides   (by any stock   split,   stock

dividend, recapitalization,   reorganization,   reclassification or otherwise) its

shares of Common Stock into a greater number of shares,   then, after the date of

record for effecting such subdivision,   the Exercise Price in effect immediately

prior to such subdivision will be proportionately   reduced.   If the Company,   at

any   time   during   the   Exercise   Period,   combines   (by   reverse   stock   split,

recapitalization,   reorganization,   reclassification or otherwise) its shares of

Common Stock into a smaller number of shares, then, after the date of record for

effecting such   combination,   the Exercise Price in effect   immediately prior to

such combination will be proportionately increased.

 

            (b) INTENTIONALLY DELETED.

 

            (c)   ADJUSTMENT   IN NUMBER OF SHARES.   Upon each   adjustment   of the

Exercise Price pursuant to the provisions of this Section 4 other than a Company

Reduction   as   defined   in Section   4(l),   the number of shares of Common   Stock

issuable   upon exercise of this Warrant shall be increased or decreased to equal

the quotient   obtained by dividing (i) the product of (A) the Exercise   Price in

effect   immediately   prior to such   adjustment,   multiplied by (B) the number of

shares of Common Stock issuable upon exercise of this Warrant   immediately prior

to such adjustment, by (ii) the adjusted Exercise Price.

 

 

                                        5

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            (d)   CONSOLIDATION,   MERGER OR SALE. In case of any consolidation of

the Company with, or merger of the Company into, any other entity, or in case of

any sale or conveyance of all or substantially   all of the assets of the Company

other than in connection   with a plan of complete   liquidation of the Company at

any time during the Exercise Period,   then as a condition of such consolidation,

merger or sale or conveyance, adequate provision will be made whereby the holder

of this Warrant will have the right to acquire and receive upon exercise of this

Warrant in lieu of the shares of Common Stock immediately theretofore acquirable

upon the exercise of this   Warrant,   such shares of stock,   securities,   cash or

assets as may be issued or payable with respect to or in exchange for the number

of shares of Common Stock immediately theretofore acquirable and receivable upon

exercise of this Warrant had such   consolidation,   merger or sale or   conveyance

not taken place. In any such case, the Company will make   appropriate   provision

to cause the   provisions of this Section 4 thereafter to be applicable as nearly

as   may   be in   relation   to   any   shares   of   stock   or   securities   thereafter

deliverable   upon the exercise of this Warrant.   The Company will not effect any

consolidation,   merger or sale or conveyance of all or substantially   all of its

assets unless prior to the consummation   thereof, the successor entity (if other

than the   Company)   assumes by written   instrument   the   obligations   under this

Warrant and the obligations to deliver to the holder of this Warrant such shares

of stock,   securities or assets as, in accordance with the foregoing provisions,

the holder may be entitled to acquire.   If a transaction   constitutes or results

in a Change of   Control,   then at the   request   of the holder   hereof   delivered

before the 90th day after such   transaction,   the Company (or any such successor

or surviving   entity) will   purchase the Warrant from the holder of this Warrant

for a purchase   price,   payable in cash within five (5) Business Days after such

request (or, if later, on the effective date of such transaction),   equal to the

Black-Scholes value of the remaining   unexercised portion of this Warrant on the

date of such   request.   For the   purposes of this   Section,   "CHANGE OF CONTROL"

means the   consummation   of a "Rule 13e-3   transaction" as defined in Rule 13e-3

under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), with

respect to the Company that is initiated by a member of the Company's management

(but not a Rule 13e-3 transaction   initiated by the holder of this Warrant,   any

of its   affiliates or any officers,   directors or managers of such holder or its

affiliates).

 

            (e)   DISTRIBUTION   OF ASSETS.   In case the Company   shall declare or

make any   distribution of its assets (other than cash) (or rights to acquire its

assets   (other   than   cash))   to   all   holders   of   Common   Stock   as a   partial

liquidating dividend, stock repurchase, by way of return of capital or otherwise

(including any dividend or distribution to the Company's   stockholders of shares

(or   rights   to   acquire    shares)   of   capital   stock   of   a    subsidiary)    (a

"DISTRIBUTION"),   at any time during the Exercise Period, then, upon exercise of

this   Warrant   for the   purchase   of any or all of the   shares of   Common   Stock

subject   hereto,   the holder of this   Warrant   shall be   entitled to receive its

pro-rata   amount of such assets (or such   rights) as would have been   payable to

the holder had such holder been the holder of such shares of Common Stock on the

record date for the determination of stockholders entitled to such Distribution.

 

            (f) NOTICE OF   ADJUSTMENT.   Upon the   occurrence   of any event which

requires any adjustment of the Exercise Price other than a Company   Reduction as

defined in Section   4(l),   then,   and in each such case,   the Company shall give

notice   thereof to the holder of this   Warrant,   which   notice   shall   state the

Exercise Price   resulting   from such   adjustment and the increase or decrease in

the number of Warrant   Shares   issuable upon   exercise of this Warrant,   setting

forth in reasonable   detail the method of   calculation   and the facts upon which

such   calculation   is based.   Such   calculation