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”)
Exhibit
10.15
FORM
OF
LOCK-UP AGREEMENT
September
__, 2006
Purchasers
referred to below:
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Re:
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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”)
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Ladies
and Gentlemen:
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 filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect
to,
any shares of Common Stock or Common Stock Equivalents beneficially owned,
held
or hereafter acquired by the undersigned [AS
TO THE EARLIER BRIDGE NOTE HOLDERS]
which
are derived, directly or indirectly, from the Earlier Bridge Notes (but not
from
the warrants issued in connection therwith]] (the “Securities”).
Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company shall impose irrevocable
stop-transfer instructions preventing the Transfer Agent from effecting any
actions in violation of this Letter Agreement.
[AS
TO GUSEINOV AND LIU -
In
addition, during the period from the first calendar day following the
Restriction Period to and including December 31, 2008, during each 90
consecutive day period therein, the undersigned shall offer, sell, contract
to
sell, hypothecate, pledge or otherwise dispose of, directly or indirectly,
no
more than __%1 2.5%
as to Xxxx Xxxxxxxx and 10% as to Xxxx Xxx
of the
Securities owned by the undersigned in such 90 consecutive day period (which
amount shall be adjusted downward pro-rata on a daily basis if the last such
period ends after December 31, 2008).] [AS
TO THE
EARLIER BRIDGE NOTE HOLDERS
- In
addition, during each of the four 90 consecutive day periods immediately
following the Restriction Period, the undersigned shall offer, sell, contract
to
sell, hypothecate, pledge or otherwise dispose of, directly or indirectly,
no
more than 10% of the Securities owned by the undersigned in any such 90
consecutive day period and during the fifth 90 consecutive day period
immediately following the Restriction Period, the undersigned shall offer,
sell,
contract to sell, hypothecate, pledge or otherwise dispose of, directly or
indirectly, no more than 15% of the Securities owned by the undersigned in
such
fifth 90 consecutive day period and during the sixth 90 consecutive day period
immediately following the Restriction Period, the undersigned shall offer,
sell,
contract to sell, hypothecate, pledge or otherwise dispose of, directly or
indirectly, no more than 20% of the Securities owned by the undersigned in
such
sixth 90 consecutive day period.] The undersigned’s rights to offer, sell,
contract to sell, hypothecate, pledge or otherwise dispose of, directly or
indirectly, Securities in any given 90 consecutive day period shall not be
cumulated with such rights in any other 90 consecutive day period if such
rights
are unused in the prior 90 consecutive day period. In order to enforce this
covenant, the Company shall deliver, prior to the first calendar day following
the Restriction Period, irrevocable limited-transfer instructions preventing
the
Transfer Agent from effecting any actions in violation of this paragraph
of the
Letter Agreement.
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2.5%
as to Xxxx Xxxxxxxx and 10% as to Xxxx
Xxx
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Notwithstanding
the foregoing, the undersigned may transfer Securities (i) as a bona fide
gift
or gifts, provided that the donee or donees thereof agree to be bound by
the
restrictions set forth herein, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound by the restrictions set
forth
herein, and provided further that any such transfer shall not involve a
disposition for value, or (iii) in transactions relating to shares of Common
Stock acquired by the undersigned in open market transactions after the
completion of the transactions contemplated by the Purchase Agreement. For
purposes of this Agreement, “immediate family” shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.
The
undersigned acknowledges that the execution, delivery and performance of
this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned
has the power and authority to execute, deliver and perform this Letter
Agreement, that the undersigned has received adequate consideration therefor,
and that the undersigned will indirectly benefit from the closing of the
transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect
without
the written consent of each of the Company, each Purchaser and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with
the
laws of the State of New York without regard to the principles of conflict
of
laws. The undersigned hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the
State
of New York located in Manhattan, for the purposes of any suit, action or
proceeding arising out of or relating to this Letter Agreement and hereby
waives, and agrees not to assert in any such suit, action or proceeding,
any
claim that (i) it is not personally subject to the jurisdiction of such court,
(ii) the suit, action or proceeding is brought in an inconvenient forum or
(iii)
the venue of the suit, action or proceeding is improper.
The
undersigned hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by receiving
a
copy thereof sent to the Company at the address in effect for notices to
it
under the Purchase Agreement and agrees that such service shall constitute
good
and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed
to
limit in any way any right to serve process in any manner permitted by law.
The
undersigned agrees and understands that this Letter Agreement does not intend
to
create any relationship between the undersigned and each Purchaser and that
each
Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by
virtue
of this Letter Agreement.
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By
its
signature below, the Company’s Transfer Agent hereby acknowledges and agrees
that, reflecting this Letter Agreement, it has placed an irrevocable stop
transfer instruction on all Securities beneficially owned by the undersigned
until the end of the Restriction Period. This Letter Agreement shall be binding
on successors and assigns of the undersigned with respect to the Securities
and
any such successor or assign shall enter into a similar agreement for the
benefit of the Purchasers.
***
SIGNATURE PAGE FOLLOWS***
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This
Letter Agreement may be executed in two or more counterparts, all of which
when
taken together may be considered one and the same agreement.
_________________________
Signature
__________________________
Print
Name
__________________________
Position
in Company
Address
for Notice:
__________________________
__________________________
__________________________
Number
of
shares of Common Stock
_____________________________________________________________________________
Number
of
shares of Common Stock underlying subject to warrants, options, debentures
or
other convertible securities
By
signing below, the Company agrees to enforce the restrictions on transfer
set
forth in this Letter Agreement.
CyberDefender
Corporation
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Name:
Title:
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Acknowledged
and agreed to
as
of the
date set forth above:
[insert
name of transfer agent]
| By: | |||
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Name: |
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Title:
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