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
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”).
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”).
ContractSecurity Agreement • April 15th, 2008 • Cyberdefender Corp • Services-prepackaged software • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
