Unassociated Document


    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superseded by the terms set forth herein.

     

    3. This
Agreement may be executed in two or more counterparts and by facsimile signature
or otherwise, and each of such counterparts shall be deemed an original and all
of such counterparts together shall constitute one and the same
agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. The
Company has elected to provide all Holders with the same terms and form of
consent and waiver for the convenience of the Company and not because it was
required or requested to do so by the Holders.  The obligations of
each Holder under this Agreement, and any Transaction Document are several and
not joint with the obligations of any other Holder, and no Holder shall be
responsible in any way for the performance or non-performance of the obligations
of any other Holder under this Agreement or any Transaction
Document.  Nothing contained herein or in any Transaction Document,
and no action taken by any Holder pursuant thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert or as a group with respect to such obligations or the
transactions contemplated by this consent and waiver or the Transaction
Documents.  Each Holder shall be entitled to independently protect and
enforce its rights, including without limitation, the rights arising out of this
Agreement or out of the Transaction Documents, and it shall not be necessary for
any other Holder to be joined as an additional party in any proceeding for such
purpose.  Each Holder has been represented by its own separate legal
counsel in their review and negotiation of this Agreement and the Transaction
Documents.

     

    [SIGNATURE
PAGES FOLLOW]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, this Consent and Waiver Agreement is executed as of the date
first set forth above.

     

    
      
        	 	 	 	CYBERDEFENDER
      CORPORATION	 
	 	 	 	 	 
	 	 	 	 	 
	
              	 	 	
                By:  /s/ Gary
      Guseinov

                
                  
      
Name:  Gary Guseinov	 
	
                 

              	 	 	
                Title:  Chief
      Executive Officer

              	 


      

    

    


    [signature
page(s) of Holders to follow]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    CONSENT
AND WAIVER,

    AMONG
CYBERDEFENDER CORPORATION AND

    THE
HOLDERS THEREUNDER

     

    
      	 	 	 	 
	
            	 	
              Name
      of Holder: 

              
                
      

            	 
	
               

            	 	
              By: 

              
                
      

            	 
	
               

            	 	
              Name:

              
                
      

            	 
	 	 	
              Title: