CONSENT AND WAIVER
AGREEMENT
THIS CONSENT AND WAIVER AGREEMENT (this “
Agreement ”)
, dated as of April 23, 2009 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).
WHEREAS, pursuant to a Securities Purchase
Agreement, dated September 12, 2006 (the “ Purchase
Agreement ”), among the Company and the purchasers
signatory thereto, the Holders purchased from the Company 10%
Secured Convertible Debentures (the “
Debentures ”) and warrants to purchase Common
Stock of the Company issued pursuant thereto (the “
2006 Warrants ”).
WHEREAS , capitalized terms used but not defined herein
have the meanings ascribed to them in the Purchase
Agreement.
NOW THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Company and each of the undersigned Holders hereby agree as
follows:
1. Each of the undersigned Holders hereby
consents, as required by Section 7(a) of the Debentures, to the
issuance by the Company of up to $300,000 in aggregate principal
amount of the Company’s 10% Convertible Promissory Notes, due
five months from the date of issuance and convertible into shares
of Common Stock at a conversion price of $1.75 per share, subject
to adjustment as provided therein (such financing, “
New Debt Financing ” and such waiver, the
“ Waiver ”).
2. Except as expressly set forth herein,
all of the terms and conditions of the Transaction Documents shall
continue in full force and effect after the execution of this
Agreement and shall not be in any way changed, modified or
superseded by the terms set forth herein.
