CONSULTING
AGREEMENT
This Consulting
Agreement, dated as of April 1, 2009 (“Agreement”), is
entered into between SCP Holdings
L.L.C. (“Consultant”) and CyberDefender
Corporation, a California corporation
(“Client”).
The Consultant
is in the business of providing management consulting services,
business advisory services. The Client deems it to be in
its best interest to retain the Consultant to render to the Client
such services as may be agreed to by the parties from time to time;
and the Consultant desires to render such services to the Client as
set forth hereunder.
Now therefore,
in consideration of the mutual promises and covenants set forth in
this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Consulting Services . The Client hereby retains the
Consultant as an independent contractor, and the Consultant hereby
accepts and agrees to such retention. It is further
acknowledged and agreed by the Client that the Consultant is not
rendering legal or tax advice. The services of the Consultant shall
not be exclusive nor shall the Consultant be required to render any
specific number of hours or assign specific personnel to the Client
or its projects.
Independent Contractor
. The Consultant agrees
to perform its consulting duties hereto as an independent
contractor. Nothing contained herein shall be considered
to create an employer-employee relationship between the parties to
this Agreement. The Client shall not make social
security, workers’ compensation or unemployment insurance
payments on behalf of Consultant. The parties hereto
acknowledge and agree that the Consultant cannot guarantee the
results or effectiveness of any of the services rendered or to be
rendered by the Consultant. Rather, Consultant shall
conduct its operations and provide its services in a professional
manner and in accordance with good industry
practice. The Consultant will use its reasonable
business efforts in providing services to Client.
Time,
Place and Manner of Performance . The Consultant shall be available
to the officers and directors of the Client at such reasonable and
convenient times and places as may be mutually agreed
upon. Except as aforesaid, the time, place and manner of
performance of the services hereunder, including the amount of time
to be allocated by the Consultant to any specific service, shall be
determined in the sole discretion of the Consultant.
Compensation . The Client shall provide to
the Consultant compensation for its services hereunder in the
amounts and at the times as set forth as follows. Upon
execution of this Agreement the Consultant will receive warrants
(the “Warrants”) to purchase 850,000 shares of common
stock (the “Shares”) of the Client, exercisable at a
price of $1.25 per share for a period ending on the fifth
anniversary date of this Agreement in the form attached hereto as
Exhibit A . The Warrants shall vest as follows:
Warrants to purchase 300,000 Shares shall vest immediately upon the
execution of this Agreement and Warrants to purchase 50,000 Shares
shall vest on the 1 st day of each month commencing May 1st and ending
March 2010. The Warrants shall vest provided that this
Agreement has not been terminated as set forth
below. The Warrants shall be assignable by the Client as
provided in the Warrant. By executing this Agreement,
the Client warrants and represents that all necessary corporate
action has been taken to authorize the issuance of the Warrants and
to provide for the issuance of the Shares of common stock issuable
thereunder. The Client agrees that the Warrants will be
delivered to Consultant immediately following the execution of this
Agreement. The Shares issuable upon exercise of the
Warrants shall be fully paid and non-assessable. The
Client agrees that the initial grant of the Warrants is a
non-refundable retainer. In the event the Client decides
to terminate this Agreement for any reason whatsoever, it is agreed
and fully understood that the Consultant will not be requested by
the Client to return any of the Warrants which have vested or the
Shares issued upon exercise thereof.
Termination . Either the Consultant or the Client
may terminate this Agreement at the end of any month during the
term of this Agreement upon 15 days prior written
notice. This Agreement shall automatically terminate
upon the dissolution, bankruptcy or insolvency of the Client or the
Consultant. The Consultant and the Client shall have the
right and the discretion to terminate this Agreement should the
other party, in performing its duties hereunder, violate any law,
ordinance, permit or regulation of any governmental entity or
self-regulatory organization, accept
