Unassociated Document


     

    FIRST AMENDMENT TO MEDIA AND
MARKETING SERVICES AGREEMENT

    


    


    This
FIRST AMENDMENT TO MEDIA AND MARKETING SERVICES AGREEMENT (this “First Amendment”) is
entered into and made effective as of the 4th day of
June, 2009 by and between CyberDefender Corporation, a California corporation
(“CyberDefender”), and
GR Match, LLC, a Delaware limited liability company (“GRM”).  GRM
and CyberDefender may each be referred to herein as a “Party” and, collectively,
as the “Parties.”

    


    RECITALS

    


    WHEREAS,
the Parties entered into that certain Media and Marketing Services Agreement,
dated as of March 24, 2009, to be effective as of March 1, 2009 (the “Agreement”);
and

    


    WHEREAS,
the Parties desire to amend Section 5.1 of the Agreement as set forth
herein.

    


    NOW
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agrees to amend the Agreement as follows:

    


    1.           Amendment to Section 5.1 of
the Agreement.  Section 5.1 of the Agreement shall be amended
and restated in its entirety as follows:

    


    5.1           Term.  Subject
to any termination rights set forth herein, the term (the “Term”) of this Agreement shall
commence upon the Effective Date and continue until June 1, 2011 unless earlier
terminated in accordance with the provisions of this Agreement  (the “Termination Date”);
provided, however, that in the event CyberDefender causes GRM to pause or
suspend its purchase of media time hereunder as contemplated in Section 1.1(i), the Term shall
be automatically extended such period of time equal to the period of time which
CyberDefender causes GRM to pause or suspend such media purchasing.

    


    2.           Full Force and
Effect.  The Parties acknowledge and agree that, except as
expressly provided herein, the provisions of the Agreement shall remain
unmodified and in full force and effect.

     

    3.           Successors
and Assigns.  This First Amendment is and
shall be binding upon each of the Parties and their respective successors and
assigns.

     

    4.           Recitals.  The recitals to this First
Amendment are hereby incorporated by reference herein.

     

    5.           Governing
Law.  This First
Amendment shall be governed by the laws of the State of California, without
regard to its principles of conflict of laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.           Entire
Agreement.  This
First Amendment and the Agreement contain the complete understanding and
agreement of the Parties relating to the subject matter hereof and thereof and
supersede any prior understanding or agreement related thereto, whether written
or oral.

     

    7.           Counterparts.  This First Amendment may be
executed in multiple counterparts, each of which will be deemed an original, but
together they will constitute one and the same instrument.

     

    [signatures
on next page]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, this First Amendment has been duly executed by the Parties as
of the date first above written.

     

    
      
        	 	      
                GR Match,
      LLC,

              	 
	 	      
                a
      Delaware limited liability company 

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/
      Bennet Van de Bunt	 
	 	 	Name:
      Bennet Van de Bunt	 
	 	 	Title:   Manager	 
	 	 	 	 


      

       

      
        
          	 	      
                  CyberDefender
      Corporation,

                	 
	 	      
                  a
      California corporation 

                	 
	 	 	 	 
	
                	
                  By:
      

                	/s/
      Gary Guseinov	 
	 	 	Name:
      Gary Guseinov	 
	 	 	Title:  
      Chief Executive Officer