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”).
SECURITY AGREEMENTSecurity Agreement • November 3rd, 2006 • Cyberdefender Corp • New York
This SECURITY AGREEMENT, dated as of September __, 2006 (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”) and the holders of the Company’s 10% Secured Convertible Debentures due September __, 2009 and issued on September __, 2006 in the original aggregate principal amount of $________ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”). As of the date hereof the Company has no direct or indirect subsidiaries and accordingly all references to Guarantors and Debtors other than the Company shall be disregarded until such time that Guarantors are added pursuant to the terms hereof.
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.
CYBERDEFENDER CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2006 • Cyberdefender Corp • California
This Indemnification Agreement (“Agreement”) is made as of October 30, 2006 by and between CyberDefender Corporation, a California corporation (the “Company”), and ______________________________________ (“Indemnitee”).
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).
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:
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
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2006 • Cyberdefender Corp
This Amendment to Registration Rights Agreement (this “Amendment”), dated October 11, 2006, is made by and among CyberDefender Corporation, a California corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • November 3rd, 2006 • Cyberdefender Corp • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of September __, 2006, by and among CyberDefender Corporation, a corporation incorporated under the laws of California (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Richardson & Patel LLP, with an address at 405 Lexington Avenue, 26th Floor, New York, New York 10174 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
NOTE CONVERSION AND WARRANT LOCK-UP AGREEMENTNote Conversion and Warrant Lock-Up Agreement • November 3rd, 2006 • Cyberdefender Corp • California
THIS NOTE CONVERSION AND WARRANT LOCK-UP AGREEMENT ("Agreement") is made as of August __, 2006 by and among CyberDefender Corporation, a California corporation (the “Company”), on the one hand, and the undersigned security holders of the Company set forth on Schedule A hereto (each, a “Bridge Investor”, collectively, the “Bridge Investors”), on the other hand. The Company and the Bridge Investors are sometimes referred to hereinafter collectively as the “Parties”, and each, individually, as a “Party”).
8% SECURED NOTE8% Secured Note • November 3rd, 2006 • Cyberdefender Corp
FOR VALUE RECEIVED, CyberDefender Corporation., a California corporation (the "Maker"), with its primary offices located at ___________________, promises to pay to the order of ______________, or its registered assigns (the "Payee"), upon the terms set forth below, the principal sum of __________________ ($___________.00) plus interest on the unpaid principal sum outstanding at the rate of 8% per annum.
