Unassociated Document


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.

     

    
      	
              Certificate
      No. WC-196

            	
              Warrant
      to Purchase 8,000,000 Shares
      of

            
	
              Dated: May
      6, 2009

            	
              Common
      Stock (subject to adjustment)

            


    

     

    WARRANT
TO PURCHASE COMMON STOCK

    of

    CYBEDEFENDER
CORPORATION


     

    This
certifies that, for value received, GR Match, LLC, or registered
assigns (“Holder”) is entitled, subject to the terms and vesting conditions set
forth below, to purchase from CyberDefender Corporation (the “Company”), a
California corporation, 8,000,000 shares of the Common
Stock, no par value, of the Company (the “Common Stock”), as constituted on the
date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal
office of the Company referred to below, with the subscription form attached
hereto duly executed, and simultaneous payment therefor in lawful money of the
United States or otherwise as hereinafter provided, at the Exercise Price as set
forth in Section 2 below. The number and character of such shares of Common
Stock and the Exercise Price are subject to adjustment as provided below. The
term “Warrant” as used herein shall include this Warrant and any warrants
delivered in substitution or exchange therefor as provided
herein.  This Warrant is issued pursuant to Section 3.3 of that
certain Media and Marketing Services Agreement, dated as of March 24, 2009,
between the Holder and the Company (the “Media Services
Agreement”).

     

    1. Term of
Warrant.  Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the Warrant Issue Date and ending at 5:00 p.m., Eastern Standard
Time, on May 6, 2014,
and shall be void thereafter; provided, however, that any shares of Common Stock
which remain unvested as of the Termination Date (as defined in the Media
Services Agreement) and do not automatically vest upon such Termination Date in
accordance with Section 3.4 of the Media Services Agreement shall be void
thereafter.

     

    2. Exercise
Price.  The exercise price at which this Warrant may be
exercised shall be $1.25
per share of Common Stock (the “Exercise Price”), as such Exercise Price may be
adjusted from time to time pursuant to Section 4 hereof.

     

    3. Vesting and Exercise of
Warrant.

     

    (a) Exercisability.  This
Warrant is not immediately exercisable, and will only become exercisable (“Vested”) in
accordance with the vesting schedule set forth on Appendix “A” attached
hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Method of
Exercise.  The purchase rights represented by this Warrant, to
the extent Vested, are exercisable by the Holder in whole or in part, at any
time, or from time to time, during the term hereof as described in Section 1
above, by the surrender of this Warrant and the Notice of Exercise annexed
hereto duly completed and executed on behalf of the Holder, at the principal
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company), upon (i) payment (A) in cash or by check
acceptable to the Company, (B) by cancellation by the Holder of indebtedness or
other obligations of the Company to the Holder, or (C) by a combination of (A)
and (B), of the purchase price of the shares to be purchased.

     

    (c) Issuance of
Shares.  This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date. As
promptly as practicable on or after such date and in any event within seven (7)
days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of shares issuable upon such exercise. In the event that this Warrant
is exercised in part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.

     

    4. No Fractional Shares or Scrip.
No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. In lieu of any fractional share to
which the Holder would otherwise be entitled (after aggregating all shares that
are being issued upon such exercise), the Company shall make a cash payment
equal to the Exercise Price multiplied by such fraction.

     

    5. Replacement of Warrant. On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in
form and substance to the Company or, in the case of mutilation, on surrender
and cancellation of this Warrant, the Company at its expense shall execute and
deliver, in lieu of this Warrant, a new warrant of like tenor and
amount.

     

    6. Rights of Stockholders.
Subject to Sections 9 and 11 of this Warrant, the Holder shall not be
entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, or change of stock to no
par value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until
this Warrant shall have been exercised as provided herein.

     

    7. Transfer
of Warrant.

     

    (a) Warrant Register. The Company
will maintain a register (the “Warrant Register”) containing the names and
addresses of the Holder or Holders.  Any Holder of this Warrant or any
portion thereof may change its address as shown on the Warrant Register by
written notice to the Company requesting such change.  Any notice or
written communication required or permitted to be given to the Holder may be
delivered or given by mail to such Holder as shown on the Warrant Register and
at the address shown on the Warrant Register.  Until this Warrant is
transferred on the Warrant Register of the Company, the Company may treat the
Holder as shown on the Warrant Register as the absolute owner of this Warrant
for all purposes, notwithstanding any notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Warrant Agent.  The
Company may, by written notice to the Holder, appoint an agent for the purpose
of maintaining the Warrant Register referred to in Section 7(a) above, issuing
the Common Stock or other securities then issuable upon the exercise of this
Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the
foregoing (the “Warrant Agent”).  Thereafter, any such registration,
issuance, exchange or replacement, as the case may be, shall be made at the
office of the Warrant Agent.

     

    (c) Transferability and Negotiability of
Warrant.  This Warrant may not be transferred or assigned in
whole or in part without compliance with all applicable federal and state
securities laws by the transferor and the transferee (including the delivery of
investment representation letters and legal opinions reasonably satisfactory to
the Company, if such are requested by the Company).  Subject to the
provisions of this Warrant with respect to compliance with the Securities Act of
1933, as amended (the “Act”), title to this Warrant may be transferred by
endorsement (by the Holder executing the Assignment Form annexed hereto) and
delivery in the same manner as a negotiable instrument transferable by
endorsement and delivery.

     

    (d) Exchange of Warrant Upon a
Transfer.  On surrender of this Warrant for exchange, properly
endorsed on the Assignment Form and subject to the provisions of this Warrant
with respect to compliance with the Act and with the limitations on assignments
and transfers contained in this Section 7, the Company at its expense shall
issue to or on the order of the Holder a new warrant or warrants of like tenor,
in the name of the Holder or as the Holder (on payment by the Holder of any
applicable transfer taxes) may direct, for the number of shares issuable upon
exercise hereof.

     

    (e) Compliance
with Securities Laws.

     

    (i) The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and
the shares of Common Stock to be issued upon exercise hereof are being acquired
for investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any shares of Common Stock to be issued upon exercise hereof
except under circumstances that will not result in a violation of the Act or any
state securities laws.

     

    (ii) This
Warrant and all shares of Common Stock issued upon exercise hereof or conversion
thereof shall be stamped or imprinted with a legend in substantially the
following form (in addition to any legend required by state securities
laws):

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Reservation of
Stock.  The Company covenants that during the term this Warrant
is exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of this Warrant and, from time to time, will take all steps
necessary to amend its Certificate of Incorporation (the “Certificate”) to
provide sufficient reserves of shares of Common Stock issuable upon exercise of
this Warrant.  The Company further covenants that all shares of Common
Stock that may be issued upon the exercise of rights represented by this Warrant
and payment of the Exercise Price, all as set forth herein will be duly and
validly authorized and issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously therewith).  The
Company agrees that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.

     

    9. Notices.

     

    (a) Whenever
the Exercise Price or the shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall issue a certificate signed by
its Chief Financial Officer setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Exercise Price and the shares purchasable
hereunder after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed (by first-class mail, postage prepaid) to the Holder of
this Warrant.

     

    (b) In
case:

     

    (i) the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or

     

    (ii) of any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation or merger of the Company with or into another
corporation or entity, or any conveyance of all or substantially all of the
assets of the Company to another corporation or entity, or

     

    (iii) of any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company,

     

    then, and
in each such case, the Company will mail or cause to be mailed to the Holder or
Holders a notice specifying, as the case may be, (A) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or (B)
the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record of Common Stock
(or such stock or securities at the time receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 10
days prior to the record date specified in (A) above or 20 days prior to the
date specified in (B) above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. Amendments and
Waivers.

     

    (a) Except as
provided in Section 1 above and Section 10(b) below, this Warrant, or any
provision hereof, may be amended, waived, discharged or terminated only by a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

     

    (b) Any term
or condition of this Warrant may be amended with the written consent of the
Company and the Holder.  Any amendment effected in accordance with
this Section 10(b) shall be binding upon the Holder and each future holder of
this Warrant and the Company.

     

    (c) No
waivers of, or exceptions to, any term, condition or provision of this Warrant,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.

     

    11. Adjustments. The Exercise
Price and the shares purchasable hereunder are subject to adjustment from time
to time as follows:

     

    (a) Merger, Sale of Assets,
etc.  If at any time while this Warrant is outstanding and
unexpired there shall be (i) a reorganization (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), (ii) a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity but the shares of
the Company’s capital stock outstanding immediately prior to the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, or (iii) a sale or transfer of all or
substantially all of the Company’s properties and assets to any other
corporation or other entity, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor corporation or other entity resulting from such
reorganization, merger, consolidation, merger, sale or transfer that a holder of
the shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 11.  The foregoing provision of this Section 11(a)
shall similarly apply to successive reorganizations, consolidations, mergers,
sales and transfers and to the stock or securities of any other corporation or
other entity that are at the time receivable upon the exercise of this
Warrant.  If the per-share consideration payable to the Holder for
shares in connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be determined
in accordance with the following:  fair market value of one share of
Common Stock shall be determined by the Company’s Board of Directors in good
faith; provided, however, that where there exists a public market for the Common
Stock at the time of such exercise, the fair market value of one share of Common
Stock shall be the average closing price of the Common Stock quoted on the OTC
Bulletin Board or the last reported sale price of the Common Stock or the
closing price quoted on the NASDAQ stock market or on any exchange on which the
Common Stock is listed, whichever is applicable, as reported by Bloomberg LP,
for the five (5) trading days prior to the date of determination of fair market
value. In all events, appropriate adjustment (as determined in good faith by the
Company’s Board of Directors) shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Holder after the
transaction, to the end that the provisions of this Warrant shall be applicable
after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon exercise of this
Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Reclassification,
etc.  If the Company, at any time while this Warrant remains
outstanding and unexpired, by reclassification of securities or otherwise, shall
change any of the securities as to which purchase rights under this Warrant
exist into the same or a different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the purchase rights
under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 11.

     

    (c) Split, Subdivision or Combination of
Shares.  If the Company at any time while this Warrant remains
outstanding and unexpired shall split, subdivide or combine the securities as to
which purchase rights under this Warrant exist, into a different number of
securities of the same class, the Exercise Price for such securities shall be
proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination and the number of such
securities shall be proportionately increased in the case of a split or
subdivision or proportionately decreased in the case of a
combination.

     

    (d) Adjustments for Dividends in Stock
or other Securities or Property.  If while this Warrant remains
outstanding and unexpired, the holders of the securities as to which purchase
rights under this Warrant exist (including without limitation securities into
which such securities may be converted) at the time shall have received, or, on
or after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive, without payment therefor, other or
additional stock or other securities or property (other than cash) of the
Company by way of dividend, then and in each case, this Warrant shall represent
the right to acquire, in addition to the number of shares of the security
receivable upon exercise of this Warrant, and without payment of any additional
consideration therefor, the amount of such other or additional stock or other
securities or property (other than cash) of the Company that such holder would
hold on the date of such exercise had it been the holder of record of the
security receivable upon exercise of this Warrant (or upon such conversion) on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
Section 11.

     

    (e) Subsequent Equity Sales. If
the Company at any time while this Warrant is outstanding sells and issues any
Common Stock at a price per share less than the then Exercise Price (such
issuances collectively, a “Dilutive Issuance”), as adjusted hereunder, then the
Exercise Price shall be reduced to equal a price determined by multiplying the
Exercise Price by a fraction, the numerator of which shall be the number of
shares of Common Stock issued and outstanding immediately prior to such Dilutive
Issuance plus the number of shares of Common Stock which the aggregate gross
consideration received by the Company for the total number of additional shares
of Common Stock so issued would purchase at the Exercise Price in effect
immediately prior to such Dilutive Issuance, and the denominator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
Dilutive Issuance plus the number of such additional shares of Common Stock so
issued.  Such adjustment shall be made whenever a Dilutive Issuance
occurs.  A Dilutive Issuance shall not include:  (a) shares
of Common Stock issued to employees, officers, directors or consultants (other
than any consultant which engages in any business which is competitive with or
provides any services which are similar to the business of or services provided
by Holder or any of its Affiliates (as defined in the Media Services Agreement)
as determined at the time of the Dilutive Issuance) of the Company, (b)
securities issued upon the exercise or exchange of or conversion of any
securities issued and outstanding on the date hereof, or (c) securities issued
pursuant to acquisitions or strategic transactions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) Calculations.  All
calculations under this Section 11 shall be made to the nearest four decimal
points.

     

    12. Saturdays, Sundays and
Holidays.  If the last or appointed day for the taking of any
action or the expiration of any right granted herein shall be a Saturday, Sunday
or legal holiday, then (notwithstanding anything herein to the contrary) such
action may be taken or such right may be exercised on the next succeeding day
that is not a Saturday, Sunday or legal holiday.

     

    13. Governing Law;
Venue.  This Warrant shall be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made and to be performed entirely within such State, without regard to the
conflicts of law principles of such State.  Any action brought under
this Warrant shall be brought in the state or federal courts located in the City
of Los Angeles, CA.

     

    14. Binding
Effect.  The terms of this Warrant shall be binding upon and
inure to the benefit of the Company and the Holder and their respective
successors and assigns.

     

    15. Registration
Rights.

     

    (a) Piggyback
Rights.  The Holder shall have piggy-back registration rights
with respect to all shares of Common Stock or other securities issued upon
exercise of this Warrant (collectively, “Warrant Shares”) (except for
registrations on SEC Form S-4, S-8 or equivalent forms). Accordingly, the
Company agrees to include all of the Warrant Shares (other than Warrant Shares
which have been previously registered for resale under this Section 15(a)) in
any registration statement on Form S-1 or equivalent form filed with the SEC, in
order to register the resale of such shares pursuant and subject to Rule 415 of
the Act.  In addition, the Company agrees to use its commercially
reasonable efforts to register and qualify the securities covered by such
registration statement under such other state securities or state blue-sky laws
as shall be reasonably requested by the Holder; provided, however, that the
Company shall not be required to qualify to do business or to file a general
consent to service of process in any such states unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Act.  The Company acknowledges and agrees that it shall make all
filings, disclosures, updates and any other actions which are necessary in order
to keep any registration statement which includes any shares issuable upon
exercise hereof effective for at least 24 months following the effective date of
such registration statement.  Notwithstanding the foregoing, the
Company may suspend the effectiveness of such registration statement for a
period not to exceed 90 days after the effective date thereof if the Company’s
Board of Directors reasonably believes that the continued effectiveness thereof
would be materially detrimental to the Company because such action would (i)
materially interfere with a significant acquisition, corporate reorganization,
or other similar transaction involving the Company; (ii) require premature
disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential; or (iii) render the Company unable
to comply with requirements under the Act or the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as applicable (each, a “Material
Suspension Event”), and any time periods with respect to filing or effectiveness
thereof shall be tolled correspondingly; provided, however, that the Company
shall not register any securities for resale for its own account or that of any
other stockholder during such 90 day period.  All expenses (other than
underwriting discounts, commissions and special counsel fees of the Holder)
incurred in connection with registration pursuant to this Section 15(a) shall be
borne and paid by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Demand Rights.

     

    (i) Upon
written demand by the Holder to the Company, the Company shall (i) prepare and
file with the SEC, as soon as practicable thereafter but in no event later than
45 days thereafter, a registration statement on Form S-1 or other applicable
form in order to register the resale of all Warrant Shares that the Holder
requests to be registered (other than Warrant Shares which have been previously
registered for resale under this Section 15(b)), pursuant and subject to Rule
415 of the Act, (ii) use its best efforts to cause such registration statement
to become effective as soon as practicable after the filing date thereof, and
(iii) make all filings, disclosures, updates and any other actions which are
necessary in order to keep such registration statement effective for at least 24
months following the effective date of such registration
statement.  Notwithstanding anything herein to the contrary, in the
event that all of the Warrant Shares which are requested by the Holder to be
registered on a registration statement pursuant to this Section 15(b) are not
registered on such registration statement, the Holder shall have the right to
demand that the Company register any such remaining unregistered Warrant Shares
on a subsequent registration statement on Form S-1 or other applicable form on
the terms and conditions set forth in this Section 15(b).

     

    (ii) Notwithstanding
the foregoing, the Company may elect to delay the filing of such registration
statement for a period not to exceed 90 days, or may suspend the effectiveness
of such registration statement after the effective date thereof for a period not
to exceed 90 days, if, in either case, the Company’s Board of Directors
reasonably believes that the filing or continued effectiveness, as the case may
be, of such registration statement would be materially detrimental to the
Company because such action would cause a Material Suspension Event, and any
time periods with respect to filing or effectiveness thereof shall be tolled
correspondingly; provided, however, that the Company may not invoke this right
more than once in any twelve (12) month period, and provided further that the
Company shall not register any securities for resale for its own account or that
of any other stockholder during such 90 day period.  All expenses
(other than underwriting discounts, commissions and special counsel fees of the
Holder) incurred in connection with registration pursuant to this Section 15(b)
shall be borne and paid by the Company.  Except as otherwise provided
in Section 15(b)(i) above, the Holder may not exercise its demand right pursuant
to this Section 15(b) more than twice.

     

    (c) Rule 144.  The
Company shall keep available adequate
current public information,
file with the SEC in a timely manner all reports and other documents required of
the Company under the Act or the Exchange Act, as applicable, and provide to the
Holder such information as may be reasonably requested by the Holder in order to
make available to the Holder the benefits of Rule 144 of the Act and any other
rule or regulation of the Act or the Exchange Act, as
applicable,  that may at any time permit the Holder to sell securities
of the Company to the public without registration or pursuant to a registration
on Form S-1 or any equivalent form.

     

     [SIGNATURES
APPEAR ON THE FOLLOWING PAGE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, CYBERDEFENDER CORPORATION has
caused this Warrant to be executed by its officers thereunto duly
authorized.

     

    
      
        	 	
                Dated:
      May 6, 2009

              	 	 	 	 
	 	 	 	 	 	 
	HOLDER: GR Match,
      LLC	 	CYBERDEFENDER
      CORPORATION	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/
      Bennet
      Van de Bunt

              	 	By:	/s/ Gary Guseinov	 
	Name:	
                Bennet
      Van de Bunt

              	 	 	Gary Guseinov	 
	
                Title:

              	Manager	 	Its:	
                Chief
      Executive Officer

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

     

    (1)  The
undersigned hereby (A) elects to purchase ____________ shares of Common
Stock of CYBERDEFENDER CORPORATION, pursuant to the provisions of Section 3(a)
of the attached Warrant, and tenders herewith payment of the purchase price for
such shares in full as provided in Section 3(a) of the Warrant.

     

    (2)  In
exercising this Warrant, the undersigned hereby confirms and acknowledges that
(a) the Holder is an “accredited investor” as defined in Rule 501(a) under the
Securities Act of 1933, as amended, (b) the shares of Common Stock to be issued
upon exercise hereof are being acquired for investment, and (c) the undersigned
will not offer, sell or otherwise dispose of any such shares of Common Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any applicable state securities laws.

     

    (3)  Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified
below:

    
      
        	 	 	 	 	 
	
              	 	 	    	 
	
                 

              	 	 	
                (Name)

              	 
	
                 

              	 	 	
              	 
	 	 	 	   
      	 
	 	 	 	(Name)	 


      

    

     

    (4)  Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned or in such other name as is specified
below:

    
      	
               

            	 	 	
            	 
	 	 	 	   
      	 
	 	 	 	(Name)
	 	 	 	 
	_________              
      _____________________	 	 	 
	(Date)         (Signature)	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                   

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns
and transfers unto the Assignee named below all of the rights of the undersigned
under the within Warrant, with respect to the number of shares of Common Stock
set forth below:

     

    
      	
              Name
      of Assignee

            	 	
              Address

            	 	
              No.
      of Shares

            	 
	   
      	 	   
      	 	   
      	 
	   
      	 	   
      	 	   
      	 
	  
      	 	   
      	 	   
      	 
	  
      	 	   
      	 	   
      	 
	  
      	 	   
      	 	   
      	 


    

    


    and does
hereby irrevocably constitute and appoint ____________________________ Attorney
to make such transfer on the books of CYBERDEFENDER CORPORATION, maintained for
the purpose, with full power of substitution in the premises.

     

    The
undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof are being acquired for investment, and that the Assignee will
not offer, sell or otherwise dispose of this Warrant or any shares of stock to
be issued upon exercise hereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended, or any applicable
state securities laws.

     

    
      
        	
                Dated:
      _______________

              	 	 	 
	 	 	 	 
	
              	
              	     	 
	 	 	Signature
      of Holder	 
	 	 	
              	 
	 	 	Name:	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
A

    


    Capitalized
terms used but not defined in this Appendix A shall have the meanings ascribed
to them in the Media Services Agreement.


    


    For every
Two Dollars ($2.00) of Media Placement Costs expended by Holder (or any of
Holder’s Affiliates or Holder’s permitted successors or assigns as provided
under the Media Services Agreement) and as set forth on each monthly invoice
delivered to the Company (or its applicable successors or assigns) pursuant to
Section 2.2 of the Media Services Agreement, this Warrant will become Vested as
to one single share of Common Stock, up to the total number of shares
exercisable under this Warrant; provided, however, the foregoing vesting
schedule is subject to acceleration pursuant to Sections 3.4 and 5.4 of the
Media Services Agreement.