REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2006 • Cyberdefender Corp
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2006, among CyberDefender Corporation, a California corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2006 • Cyberdefender Corp • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September __, 2006 among CyberDefender Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
10% SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER __, 2009Convertible Security Agreement • November 3rd, 2006 • Cyberdefender Corp • New York
THIS 10% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Secured Convertible Debentures of CyberDefender Corporation, a California corporation, having its principal place of business at _____________________________ (the “Company”), designated as its 10% Secured Convertible Debenture due September __, 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 15th, 2008 • Cyberdefender Corp • Services-prepackaged software • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March__, 2007 (this “Agreement”), is among CyberDefender Corporation, a California corporation (the “Company”), and, if and when the Company creates or acquires any subsidiaries, all of such future subsidiaries of the Company pursuant to a Joinder Agreement (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s 10% Secured Convertible Debentures due September 12, 2009 and issued on September 12, 2006 in the original aggregate principal amount of $3,243,378 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns, and the holders of the Company’s 7.41% Senior Secured Notes due [March] ___, 2008 in the original aggregate principal amount of $864,000 (collectively, the “OID Notes”) signatory hereto, their endorsees, transferees and assigns (the holders of the Debentures and OID Notes collectively, the “Secured Parties”). As of the date here
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 3rd, 2006 • Cyberdefender Corp • New York
SUBSIDIARY GUARANTEE, dated as of September __, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between CyberDefender Corporation, a California corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2008 • Cyberdefender Corp • Services-prepackaged software • California
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2007 among CyberDefender Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2008 • Cyberdefender Corp • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________________________, 2008, between CyberDefender Corporation, a California corporation (the “Company”), and the purchaser signatory hereto (the, “Purchaser”).
COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of CyberDefender CorporationSecurity Agreement • April 15th, 2008 • Cyberdefender Corp • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October ___, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CyberDefender Corporation, a California corporation (the “Company”), ____________ shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • Cyberdefender Corp • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March ___, 2007, between CyberDefender Corporation, a California corporation (the “Company”), and the purchaser or purchasers signatory hereto (each, a “Purchaser”, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of CyberDefender CorporationSecurities Agreement • December 5th, 2008 • Cyberdefender Corp • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CyberDefender Corporation, a California corporation (the “Company”), ____________ shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2010 • Cyberdefender Corp • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the ___ day of May, 2010, by and between CyberDefender Corporation, a Delaware corporation (the “Corporation”), and ________________ (“Indemnitee”), a director and/or officer of the Corporation.
COMMON STOCK PURCHASE WARRANT To Purchase 2,250,000 Shares of Common Stock of CyberDefender CorporationSecurities Agreement • November 18th, 2008 • Cyberdefender Corp • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Newview Finance L.L.C. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on November 10, 20011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CyberDefender Corporation, a California corporation (the “Company”), 2,250,000 shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is executed and delivered pursuant to that certain Consulting Agreement, dated as of the Initial Exercise Date, between the Holder and the Company (the “Consulting Agreement”).
ContractSecurities Agreement • November 25th, 2011 • Cyberdefender Corp • Services-prepackaged software
CYBERDEFENDER CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2010 • Cyberdefender Corp • Services-prepackaged software • California
This Indemnification Agreement (“Agreement”) is made effective as of January 19, 2010 by and between CyberDefender Corporation, a California corporation (the “Company”), and Luc Vanhal (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2011 • Cyberdefender Corp • Services-prepackaged software • California
This Securities Purchase Agreement (this “Agreement”) is dated and effective as of September 30, 2011 by and between CyberDefender Corporation, a Delaware corporation (the “Company”), and Sean P. Downes (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2011 • Cyberdefender Corp • Services-prepackaged software • California
This Securities Purchase Agreement (this “Agreement”), dated as of _______, 2011, is entered into by and between CyberDefender Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the Purchaser Signature Page of this Agreement (the “Purchaser”).
ContractSubordination Agreement • November 25th, 2011 • Cyberdefender Corp • Services-prepackaged software • California
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of September 30, 2011, is made by and among CYBERDEFENDER CORPORATION, a Delaware corporation (the “Borrower”), GR MATCH LLC, a Delaware limited liability company (“Senior Lender”) and Sean P. Downes (“Subordinated Party”).
AMENDED AND RESTATED KEY EXECUTIVE EMPLOYMENT AGREEMENTKey Executive Employment Agreement • May 27th, 2010 • Cyberdefender Corp • Services-prepackaged software • California
THIS AMENDED AND RESTATED KEY EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26, 2010 (the “Effective Date”), by and between CYBERDEFENDER CORPORATION, a California Corporation (the “Company”), and Kevin Harris (“Executive”).
LICENSE AGREEMENTLicense Agreement • August 13th, 2010 • Cyberdefender Corp • Services-prepackaged software • California
This LICENSE AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2010 (the “Effective Date”), by and between CyberDefender Corporation, a California corporation (“Licensor”), and GR Match, LLC, a Delaware limited liability (“Licensee”). Licensor and Licensee may be referred to herein each individually as a “Party” and collectively as the “Parties”.
SECURITY AGREEMENTSecurity Agreement • October 4th, 2011 • Cyberdefender Corp • Services-prepackaged software • California
This SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated and effective as of the _____ day of ______________, 2011, is given by CyberDefender Corporation, a Delaware corporation (“Debtor”), in favor of ____________________ (“Secured Party”).
FIRST AMENDMENT TO WARRANTWarrant Amendment • October 4th, 2011 • Cyberdefender Corp • Services-prepackaged software
This FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (the “First Amendment”) is made effective as of September __, 2011, by and between CyberDefender Corporation, a Delaware corporation (the “Company”), and GR Match, LLC, a Delaware limited liability company (the “Holder”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 29th, 2009 • Cyberdefender Corp • Services-prepackaged software • California
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is effective on October 1, 2008 (“Effective Date”) by and between CyberDefender Corporation, a California corporation having its principal place of business at 617 7th Street Los Angeles, California 90017 (“Company”) and Kevin Harris (“Contractor” or “Consultant”) having his/her/its address at PO Box 492105, Los Angeles, CA 90049
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of CYBERDEFENDER CORPORATIONSecurity Agreement • November 3rd, 2006 • Cyberdefender Corp
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CyberDefender Corporation, a California corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, no par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2008 • Cyberdefender Corp • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of ____________, 2008 by and among CyberDefender Corporation, a California corporation (the “Company”), and the purchaser whose name and address is set forth on the signature page annexed hereto (the “Purchaser”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.”
AMENDMENT #1 AMENDMENT TO CYBERDEFENDER WARRANTCyberdefender Warrant Amendment • July 28th, 2009 • Cyberdefender Corp • Services-prepackaged software
This AMENDMENT TO CYBERDEFENDER WARRANT (this “Amendment”), is entered into as of August 17 , 2009, by and between CyberDefender Corporation, a California corporation (“CyberDefender”), and the undersigned holder (“Holder”) of a warrant to purchase Common Stock of CyberDefender (the “Warrant”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2011 • Cyberdefender Corp • Services-prepackaged software • California
This First Amendment to Securities Purchase Agreement (this “First Amendment”) is dated and effective as of December 6, 2011 by and between CyberDefender Corporation, a Delaware corporation (the “Company”), and Sean P. Downes (“Purchaser”).
COMMON STOCK PURCHASE WARRANT – CERTIFICATE WC-___ To Purchase ______ Shares of Common Stock of CyberDefender CorporationSecurities Agreement • November 6th, 2009 • Cyberdefender Corp • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary date of this Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from CyberDefender Corporation, a California corporation (the “Company”), ______ shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is executed and delivered pursuant to that certain Placement Agent Agreement, dated as of the Initial Exercise Date, between the Holder and the Company (the “Placement Agent Agreement”).
REVOLVING CREDIT LOAN AGREEMENTRevolving Credit Loan Agreement • December 13th, 2010 • Cyberdefender Corp • Services-prepackaged software • California
This Revolving Credit Loan Agreement (this “Agreement”) is made and entered into on the 7th day of December, 2010, to be effective as of the 3rd day of December, 2010, by and between CyberDefender Corporation, a Delaware corporation (the “Company”), and GR Match, LLC, a Delaware limited liability company (the “Lender”).
CORPORATE FINANCEEngagement Letter • November 3rd, 2006 • Cyberdefender Corp • New York
This engagement letter shall be effective June 28, 2006 and shall serve as an agreement (the “Agreement”) between Oceana Partners LLC (“Oceana” or the “Advisor”) and Cyberdefender Corporation (the “Company”) under which Oceana is retained as the Company’s placement agent in connection with the Company’s private placement of between $3.5 and $4.5 million of convertible debt and warrants to accredited and institutional investors, as described in the Term Sheet dated June 23, 2006, attached hereto as Attachment A (the “Financing”). In connection therewith, the parties hereto agree as follows:
KEY EXECUTIVE EMPLOYMENT AGREEMENTKey Executive Employment Agreement • March 31st, 2009 • Cyberdefender Corp • Services-prepackaged software • California
or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.
Santa Ana, CA 92705 main 949.567.1600 fax 949.567.1655Service Agreement • February 3rd, 2012 • Cyberdefender Corp • Services-prepackaged software • California
Re: Securities Purchase Agreement, dated as of September __, 2006 (the “Purchase Agreement”), between CyberDefender Corporation, (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • November 3rd, 2006 • Cyberdefender Corp • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a)(v) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the six month anniversary of the Effective Date (such period, the “Restriction Period”), the undersigned shall not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the fi
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 29th, 2009 • Cyberdefender Corp • Services-prepackaged software • California
CONVERTIBLE LOAN AGREEMENT made this 6th day of February, 2009 (“Agreement”) between Gary Guseinov, an individual whose address is *** (“Borrower”), and ***, an individual whose address is *** (“Lender”). Unless otherwise indicated herein, all dollar amounts referred to in this Agreement, including the symbol $, refer to United States currency.
FOURTH AMENDMENT TO MEDIA AND MARKETING SERVICES AGREEMENTMedia and Marketing Services Agreement • December 13th, 2010 • Cyberdefender Corp • Services-prepackaged software • California
This FOURTH AMENDMENT TO MEDIA AND MARKETING SERVICES AGREEMENT (this “Fourth Amendment”) is entered into on the 7th day of December, 2010, to be effective as of the 3rd day of December, 2010, by and between CyberDefender Corporation, a Delaware corporation (“CyberDefender”), and GR Match, LLC, a Delaware limited liability company (“GRM”). GRM and CyberDefender may each be referred to herein as a “Party” and, collectively, as the “Parties.”
FIFTH AMENDMENT TO MEDIA AND MARKETING SERVICES AGREEMENTMedia and Marketing Services Agreement • March 1st, 2011 • Cyberdefender Corp • Services-prepackaged software • California
This FIFTH AMENDMENT TO MEDIA AND MARKETING SERVICES AGREEMENT (this “Fifth Amendment”) is made and entered into effective as of the 25th day of February, 2011, by and between CyberDefender Corporation, a Delaware corporation (“CyberDefender”), and GR Match, LLC, a Delaware limited liability company (“GRM”). GRM and CyberDefender may each be referred to herein as a “Party” and, collectively, as the “Parties.”
