AMENDMENT #2 AMENDMENT TO CYBERDEFENDER WARRANT
AMENDMENT
#2
This AMENDMENT TO CYBERDEFENDER WARRANT
(this “Amendment”), is entered into as of July 28, 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”).
WHEREAS, the undersigned Holder has
accepted an offer by CyberDefender to increase by 10% the number of shares
issuable upon exercise of the Warrant, in consideration of Holder’s agreement to
enter into this Amendment for the purpose of eliminating the so-called
“cashless” exercise and “down-round” provisions of the Warrant;
NOW, THEREFORE, in consideration of the
premises hereof and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CyberDefender and Holder hereby
agree as follows:
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1.
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The
number of shares which Holder is entitled to purchase under the Warrant is
hereby increased by 10%.
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2.
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Section
3(c) of the Warrant (i.e. the so-called “cashless” exercise provision) is
hereby deleted in its entirety, and all references to Section 3(c) in the
Warrant are hereby deleted.
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3.
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In
lieu of the reference to Section 3(c) contained in Section 11(a) of the
Warrant, the following shall be added: “the fair market value
of one share of Common Stock shall be determined by the Company’s Board of
Directors in good faith; provided, however, that where there exists a
public market for the Common Stock at the time of such exercise, the fair
market value of one share of Common Stock shall be the average closing
price of the Common Stock quoted in the Over-The-Counter Market Summary or
the last reported sale price of the Common Stock or the closing price
quoted on the Nasdaq National Market or on any exchange on which the
Common Stock is listed, whichever is applicable, as published by Bloomberg
LP for the five (5) trading days prior to the date of determination of
fair market value.”
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4.
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Section
11(e) of the Warrant (i.e. the so-called “down-round” provision) is hereby
deleted in its entirety, and all references to Section 11(e) in the
Warrant are hereby deleted.
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5.
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The
Notice of Exercise attached to the Warrant is hereby deleted and replaced
with the form of Notice of Exercise attached to this Amendment as Exhibit 1, and
such amended Notice of Exercise shall be used for all exercises following
the completion of CyberDefender’s June 2009 tender
offer.
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6.
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All
other provisions of the Warrant remain in effect without
modification.
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[SIGNATURES
FOLLOW]
IN
WITNESS WHEREOF, CyberDefender and Holder have executed this Amendment as of the
date first written above.
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CyberDefender
Corporation
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Holder’s
Name: ___________________________
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By:
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Signature: _____________________________
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Xxxx
Xxxxxxxx, CEO
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[Name
and Title of Signatory if Holder is an
entity]: _________________________________
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Exhibit
1
NOTICE
OF EXERCISE
(1) The
undersigned hereby elects to purchase _______ shares of Common Stock of CYBERDEFENDER CORPORATION,
pursuant to the provisions of the attached Warrant, and tenders herewith payment
of the purchase price in cash for such shares in full.
(2) In
exercising this Warrant, the undersigned hereby confirms and acknowledges that
the shares of Common Stock to be issued upon exercise hereof are restricted
securities being acquired for investment purposes, and that the undersigned will
not offer, sell or otherwise dispose of any such shares of Common Stock except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any applicable state securities laws.
(3) Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified
below:
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(Name)
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(Name)
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(4) Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned or in such other name as is specified
below:
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(Name)
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(Date)
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(Signature)
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