FIRST AMENDMENT TO 9% SECURED CONVERTIBLE PROMISSORY NOTE
FIRST AMENDMENT TO 9%
SECURED CONVERTIBLE PROMISSORY NOTE
This
FIRST AMENDMENT TO 9% SECURED CONVERTIBLE PROMISSORY NOTE (this “First 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 GR MATCH, LLC, a Delaware limited
liability company (“Lender”),
CYBERDEFENDER CORPORATION, a Delaware corporation
(“Borrower”). Lender
and Borrower may each be referred to herein as a “Party” and, collectively, as
the “Parties.”
RECITALS
WHEREAS,
Lender loaned funds to CyberDefender Corporation, a California corporation
(as predecessor in interest to Borrower) (“CyberDefender
California”), pursuant to the terms and conditions of that certain Loan
and Securities Purchase Agreement, dated as of March 31, 2010, by and between
Lender and CyberDefender California, which loan is evidenced by that certain 9%
Secured Convertible Promissory Note, dated March 31, 2010, issued by
CyberDefender California in favor of Lender in the original principal amount of
Five Million Three Hundred Thousand Dollars ($5,300,000) (the “Promissory Note”);
and
WHEREAS,
the Parties desire to amend the Promissory Note as set forth
herein.
NOW
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agrees as follows:
1. Amendment to Section 2(d) of
the Promissory Note. Section 2(d) of the Promissory Note is
hereby amended and restated in its entirety as follows:
“(d) Prepayment. The
Company shall have no right to prepay this Note without the prior written
consent of the Holder.”
2. Conflict; Full Force and
Effect. In the event of any conflict between this First Amendment and the
Promissory Note, this First
Amendment shall control. The Parties acknowledge and agree
that, except as expressly provided herein, the provisions of the Promissory Note
shall remain unmodified and in full force and effect.
3. Successors
and Assigns. This First Amendment is and
shall be binding upon each of the Parties and their respective successors and
assigns.
4. Recitals. The recitals to this First
Amendment are hereby incorporated by reference herein.
5. Governing
Law. This First
Amendment shall be governed by the laws of the State of California, without regard to its principles of
conflict of laws.
6. Entire
Agreement. This
First Amendment contains the complete understanding and agreement of the Parties
relating to the subject matter hereof and supersedes any prior understanding or
agreement related thereto, whether written or oral.
7. Counterparts. This First Amendment may be
executed in multiple counterparts, each of which will be deemed an original, but
together they will constitute one and the same instrument.
[signatures
on following page]
2
IN
WITNESS WHEREOF, this First Amendment has been duly executed by the Parties as
of the date first above written.
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GR Match,
LLC,
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| a Delaware limited liability company | |||
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By:
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| Name: | |||
| Title: | |||
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CyberDefender
Corporation,
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a
Delaware corporation
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By:
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| Name: Xxxx Xxxxxxxx | |||
| Title: Chief Executive Officer | |||
