Note Conversion and Warrant Lock-Up Agreement Sample Contracts

NOTE CONVERSION AND WARRANT LOCK-UP AGREEMENT
Note 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”).

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