SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2008 • Cyberdefender Corp • Services-prepackaged software • California
This Securities Purchase Agreement (this “Agreement”) is dated as of ___________, 2008 among CyberDefender Corporation, a California corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of CyberDefender CorporationCyberdefender Corp • December 5th, 2008 • 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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth 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”), ____________ 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 • December 5th, 2008 • Cyberdefender Corp • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________________________, 2008, between CyberDefender Corporation, a California corporation (the “Company”), and the purchaser signatory hereto (the, “Purchaser”).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Cyberdefender Corp • December 5th, 2008 • Services-prepackaged software
THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE COMPANY TO THE HOLDERS OF THE COMPANY’S OUTSTANDING 10% SECURED CONVERTIBLE DEBENTURES DUE SEPTEMBER 12, 2009, AND THEIR RESPECTIVE ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT WITH THE PURCHASERS, DATED ON OR ABOUT THE ORIGINAL ISSUE DATE.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • December 5th, 2008 • Cyberdefender Corp • Services-prepackaged software
THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of November 21, 2008 is entered into by and among Cyberdefender Corporation, a California corporation (the “Company”), the undersigned holders of at least 75% of the outstanding principal amount of the Debentures (as hereinafter defined) (the “Holders”) and the Agent (as defined in the Purchase Agreement).
SUBORDINATION AGREEMENTSubordination Agreement • December 5th, 2008 • Cyberdefender Corp • Services-prepackaged software
To the purchasers of 10% Convertible Promissory Notes (the “New Notes”) of CyberDefender Corporation, a California corporation (the “Company”)
