S-3

As filed with the Securities and Exchange Commission on June 30, 2010

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CyberDefender Corporation

(Exact name of registrant as specified in its charter)

Delaware	7372	65-1205833
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

617 West 7th Street, 10th Floor

Los Angeles, California 90017

(213) 689-8631

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Gary Guseinov

Chief Executive Officer

CyberDefender Corporation

617 West 7th Street, 10th Floor

Los Angeles, California 90017

(213) 689-8631

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Kevin Friedmann, Esq.

RICHARDSON & PATEL LLP

152 W. 57th St., 4th Floor

New York, New York 10019

(212) 561-5559

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,  check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered(1)(2)	Proposed maximum offering price per share(1)(2)	Proposed maximum aggregate offering price		Amount of registration fee(3)
Common Stock Preferred Stock Debt Securities Warrants to Purchase Common Stock			$	40,000,000	$	2,852

(1) Pursuant to Form S-3 General Instruction II.D, the amount registered by class does not need to be specified.

(2) An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices.  Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 30, 2010

Prospectus

Common Stock

Preferred Stock

Debt Securities

Warrants to Purchase Common Stock or Preferred Stock

We may offer and sell the securities listed above from time to time in one or more offerings.  This prospectus provides you with a general description of the securities we may offer.

Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities.  The supplement may also add, update or change information contained in this prospectus.  You should carefully read this prospectus and the accompanying prospectus supplement before you invest in any of our securities.

We may offer and sell the following securities:

· common stock;

· preferred stock;

· debt securities; and

· warrants to purchase common stock or preferred stock.

The securities may be offered directly by us, through agents designated from time to time by us or to or through underwriters or dealers.  If any agents, dealers or underwriters are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.  We provide more information about how we may sell our securities in the section titled “Plan of Distribution” on page 7.  No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

Our common stock is traded on the Nasdaq Global Market under the symbol “CYDE.”  On June 25, 2010, the price per share of our common stock was $3.90.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  SEE “RISK FACTORS” BEGINNING AT PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus to make your investment decision.  We have not authorized anyone to provide you with different information.  This prospectus may be used only where it is legal to sell these securities.  You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus.

The following table of contents has been designed to help you find important information contained in this prospectus.  We encourage you to read the entire prospectus carefully.

The date of this prospectus is ___________, 2010

Table of Contents

CyberDefender’s Business	2
Risk Factors	3
Forward-Looking Statements	3
Use of Proceeds	3
Dilution	3
Description of Securities to be Registered	4
Plan of Distribution	7
Legal Matters	8
Experts	8
Where You Can Find More Information	8
Incorporation of Certain Information by Reference	9
Part II	10
Item 14. Other Expenses of Issuance and Distribution	10
Item 15. Indemnification of Directors and Officers	10
Item 16. Exhibits	13
Item 17. Undertakings	16

CYBERDEFENDER’S BUSINESS

This summary highlights material information contained elsewhere in this prospectus or in documents incorporated herein by reference.  You should read the entire prospectus carefully, including the section entitled “Risk Factors,” before making an investment decision.  Unless the context indicates otherwise, references in this prospectus to “we,” “us,” “our,” “CyberDefender” and “the Company” refer to CyberDefender Corporation.

The Company

We are a provider of security software and services to the consumer and small business market.  We are located in Los Angeles, California.  Our mission is to bring to market advanced solutions to protect computer users against identity theft, Internet viruses, spyware and related security threats and to provide support services to assist our customers with their technology needs.

The market in which we operate is highly competitive and rapidly changing.  We believe we can be successful in this market due to the following factors.

· Our proprietary earlyNETWORK security platform uses a secure peer-to-peer protocol, which we believe differentiates our core anti-malware product and allows us to combat threats faster and more cost effectively than our competitors.

· Our security platform complements other security suites allowing our customers to adopt multiple security products for increased protection.

· We are expanding our technical support services to provide our customers with the technical expertise necessary to insure that their technology is working properly, thereby providing them with a higher degree of security.

· We are expanding our marketing efforts to (i) include direct-response marketing and retail distribution through partnerships with GR Match, LLC (“GRM”) and Allianex, leaders in those areas, and (ii) by expanding internationally through our partnership with GRM.

· We are focusing on expanding our product offerings by creating new products internally and by expanding the number of products marketed under the For Dummies® brand.

We believe that providing a “software only” solution to computer security problems is not as effective as our comprehensive solution, which includes security and optimization software in conjunction with access to remote technicians. Our customers benefit from having a technician work with them to analyze and repair problems that the customer does not have the expertise to resolve. While we still do not represent a significant presence in the security software industry, we believe that the combination of our software security and optimization solutions, our earlyNETWORK platform, our live remote tech-on-call capability and our direct response marketing focus has improved our ability to expand our presence in the security software market.

2

RISK FACTORS

Investment in any securities offered pursuant to this prospectus involves risks.  Before making an investment decision, you should carefully consider the specific risks described under the heading “Risk Factors” in any applicable prospectus supplement and under the caption “Risk Factors” in any of our filings with the Securities and Exchange Commission pursuant to Sections 13(a), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”), which are incorporated herein by reference.  Each of the risks described in these headings, with the exception of the risks relating to the quotation of our common stock on the OTCBB and the risks associated with penny stocks, which no longer apply to us, could adversely affect our business, financial condition, results of operations and prospects, and could result in a complete loss of your investment.  For more information, see “Where You Can Find More Information.”

FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement, including the information we incorporate by reference, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act.  Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements.  Such statements are based on management’s beliefs and assumptions and on information currently available to our management.  You can identify most forward-looking statements by the use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties inherent in our business, including but not limited to, general economic, business and financing conditions, labor relations, governmental action relating to regulation of the internet, competitor pricing activity, expense volatility, the speed at which we are growing and other risks described under the heading “Risk Factors” in any accompanying prospectus supplement, and in our most recent annual report filed with the Securities and Exchange Commission and in other documents incorporated herein by reference, as well as any amendments thereto reflected in subsequent filings with the Securities and Exchange Commission.

Given these uncertainties, you should not place undue reliance on these forward-looking statements.  Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of the relevant document.  We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements.  Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities offered by us under this prospectus for general corporate purposes, including repaying debt, acquisitions, capital expenditures and working capital.  When a particular series of securities is offered, the prospectus supplement relating to that series will set forth our intended use for the net proceeds we receive from the sale of the securities.  Pending the application of the net proceeds, we may invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities

DILUTION

We will set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities in an offering under this prospectus:

· the net tangible book value per share of our equity securities before and after the offering;

· the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchases in the offering; and

3

· the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Description of Capital Stock

The following summary of the rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to our Certificate of Incorporation and Bylaws, copies of which are filed as exhibits to our registration statement on Form S-3, of which this prospectus forms a part.  See “Where You Can Find More Information.”

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock in one or more series, $0.001 par value per share.

Common Stock

As of June 25, 2010, we had:

· 27,003,709 shares of common stock outstanding;

· an aggregate of 2,569,073 shares of our common stock reserved for issuance pursuant to future grants under the CyberDefender Corporation 2005 Equity Incentive Plan (sometimes referred to as the 2005 Stock Option Plan) and the CyberDefender Corporation 2006 Equity Incentive Plan;

· 1,514,286 shares of our common stock reserved for issuance relating to a 9% Secured Convertible Promissory Note issued to GR Match, LLC on March 31, 2010;

· 15,542,941 shares of our common stock reserved for issuance pursuant to various outstanding warrants; and

· 434,000 shares of our common stock reserved for issuance pursuant to Unit Purchase Options issued to Oceana Partners, LLC and its designee in exchange for financial, strategic and management consulting services.

Voting Rights

Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.  Holders of our common stock are not entitled to cumulative voting rights with respect to the election of directors, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election.

Dividends

Subject to limitations under Delaware law and preferences that may apply to any outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our board of directors out of funds legally available therefor.

Liquidation

In the event of the liquidation, dissolution or winding up of our business, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to the liquidation preference of any outstanding preferred stock.

4

Rights and Preferences

Our common stock has no preemptive, conversion or other rights to subscribe for additional securities.  There are no redemption or sinking fund provisions applicable to our common stock.  The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Fully Paid and Non-Assessable

All outstanding shares of our common stock are validly issued, fully paid and non-assessable.

Preferred Stock

As of June 25, 2010, we had no shares of preferred stock outstanding.

Our board of directors is authorized, subject to the limits imposed by the Delaware General Corporation Law, or the DGCL, to issue preferred stock from time to time.  The preferred stock may be issued in one or more series.  Each series will consist of such number of shares, and will have such voting powers (or no voting powers), and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as will be stated in the resolution or resolutions adopted by our board of directors.  Our board of directors may increase or decrease the number of shares of any such series subsequent to the issuance of that series, but not below the number of shares of such series then outstanding.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, Inc.

Warrants to Purchase Common Stock or Preferred Stock

We may issue warrants for the purchase of our preferred stock or common stock, which we refer to in this prospectus as “equity warrants”.  As explained below, each equity warrant will entitle its holder to purchase our equity securities at an exercise price set forth in, or to be determinable as set forth in, the related prospectus supplement.  Equity warrants may be issued separately or together with equity securities.  The equity warrants are to be issued under equity warrant agreements.

The particular terms of each issue of equity warrants and the equity warrant agreement relating to the equity warrants will be described in the applicable prospectus supplement, including, as applicable:

· the title of the equity warrants;

· the initial offering price;

· the aggregate number of equity warrants and the aggregate number of shares of the equity security purchasable upon exercise of the equity warrants;

· if applicable, the designation and terms of the equity securities with which the equity warrants are issued, and the number of equity warrants issued with each equity security;

· the date on which the right to exercise the equity warrants will commence and the date on which the right will expire;

· if applicable, the minimum or maximum number of the equity warrants that may be exercised at any one time;

5

· anti-dilution provisions of the equity warrants, if any;

· redemption or call provisions, if any, applicable to the equity warrants;

· any additional terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the equity warrants; and

· the exercise price.

Holders of equity warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the equity warrants.

Description of Debt Securities

When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus.  We will also indicate in the prospectus supplement whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.

General

The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors, or a committee thereof.  The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series.

We may issue an unlimited amount of debt securities that may be in one or more series with the same or various maturities, at par, at a premium or at a discount.  We will set forth in a prospectus supplement relating to any series of debt securities being offered the aggregate principal amount and the following terms of the debt securities, if applicable:

· the title of the debt securities;

· the price or prices at which we will sell the debt securities;

· the date or dates on which we will pay the principal on the debt securities;

· the rate or rates (which may be fixed or variable) per annum at which the debt securities will bear interest, the date or dates from which interest will accrue and the date or dates on which interest will commence and be payable;

· the place or places where principal and interest will be payable;

· the terms and conditions upon which we may redeem the debt securities, if any;

· any obligation we have to redeem or purchase the debt securities;

· any provisions relating to any security provided for the debt securities; and

· a description of the events of default with respect to the debt securities and any acceleration provisions with respect to the debt securities.

6

No Protection in the Event of a Change of Control

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control), which could adversely affect holders of debt securities.

Covenants

We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.

Governing Law

We expect that the debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York or the State of Delaware.

PLAN OF DISTRIBUTION

We may sell the offered securities from time to time by one or more of the following methods, without limitation:

(a) through agents;

(b) through underwriters or dealers;

(c) directly to one or more purchasers; or

(d) through a combination of any of these methods of sale.

We may offer securities to the public through underwriting syndicates represented by managing underwriters or through underwriters without an underwriting syndicate.  If underwriters are used for the sale of securities, the securities will be acquired by the underwriters for their own account.  The underwriters may resell the securities in one or more transactions, including in negotiated transactions at a fixed public offering price or at varying prices determined at the time of sale.  In connection with any such underwritten sale of securities, underwriters may receive compensation from us in the form of discounts, concessions or commissions.  Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.  Such compensation may be in excess of customary discounts, concessions or commissions.

If we use an underwriter or underwriters in the sale of particular securities, we will execute an underwriting agreement with those underwriters at the time of sale of those securities.  To the extent required by law, the names of the underwriters will be set forth in the prospectus supplement used by the underwriters to sell those securities.  Unless otherwise indicated in the prospectus supplement relating to a particular offering of securities, the obligations of the underwriters to purchase the securities will be subject to customary conditions precedent and the underwriters will be obligated to purchase all of the securities offered if any of the securities are purchased.

In effecting sales, brokers or dealers engaged by us may arrange for other brokers or dealers to participate.  Broker-dealers may receive discounts, concessions or commissions from us (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Such compensation may be in excess of customary discounts, concessions or commissions.  If dealers are utilized in the sale of securities, the names of the dealers and the terms of the transaction will be set forth in a prospectus supplement, if required.

We may also sell securities from time to time through agents.  We will name any agent involved in the offer or sale of such shares and will list commissions payable to these agents in a prospectus supplement, if required.  These agents will be acting on a best efforts basis to solicit purchases for the period of their appointment, unless we state otherwise in any required prospectus supplement.

7

We may sell securities directly to purchasers.  In this case, we and they may not engage underwriters or agents in the offer and sale of such shares.

We may enter agreements under which underwriters, dealers and agents who participate in the distribution of securities may be entitled to indemnification by us against various liabilities, including liabilities under the Securities Act, and to contribution with respect to payments which the underwriters, dealers or agents may be required to make.

If underwriters or dealers are used in the sale, until the distribution of the securities is completed, rules of the Securities and Exchange Commission may limit the ability of any underwriters to bid for and purchase the securities.  As an exception to these rules, representatives of any underwriters are permitted to engage in transactions that stabilize the price of the securities.  These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.  If the underwriters create a short position in the securities in connection with the offering (that is, if they sell more securities than are set forth on the cover page of the prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market.

We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities.  In addition, we make no representation that the representatives of any underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

LEGAL MATTERS

The validity of the securities offered by this prospectus has been passed upon for us by Richardson & Patel LLP.  Richardson & Patel LLP and its principals have accepted our common stock in exchange for services rendered to us in the past and, although the law firm and its principals are under no obligation to do so, they may continue to accept our common stock for services rendered by them.  As of the date of this prospectus, Richardson & Patel LLP and its principals collectively own 242,908 shares of our common stock and warrants to purchase 2,890 shares of our common stock.

EXPERTS

The financial statements of CyberDefender Corporation appearing in its Annual Report on Form 10-K for the year ended December 31, 2009 have been audited by KMJ Corbin & Company LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference.  The financial statements are incorporated herein by reference in reliance upon such report given on the authority of KMJ Corbin & Company LLP as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission.  You may read and copy any reports, proxy statements and other information we file at the Security and Exchange Commission’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room.  You may also access certain filed documents at the SEC’s web site at www.sec.gov.

This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission under the Securities Act.  Pursuant to the Securities and Exchange Commission’s rules, this prospectus, which forms a part of the registration statement, does not contain all of the information in such registration statement.  You may read or obtain a copy of the registration statement, including exhibits, from the Securities and Exchange Commission in the manner described above.

8

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents instead of having to repeat this information in this prospectus.  The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information.  We incorporate by reference the documents listed below and any future filings made with the Securities and Exchange Commission under Sections 13(a), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering.  We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the Securities and Exchange Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31, 2010, as it was amended on May 10, 2010;

· our Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed on May 17, 2010;

· our Current Reports on Form 8-K filed on April 6, 2010, April 7, 2010, April 29, 2010, May 10, 2010 and June 10, 2010; and

· the description of our common stock contained in our registration statement on Form 8-A filed with the Securities and Exchange Commission on June 4, 2010, including any amendments or reports filed for the purpose of updating the description.

Any statement incorporated herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing to us or telephoning us at the address and telephone number set forth below.

CyberDefender Corporation

617 West 7th Street, 10th Floor

Los Angeles, California 90017

(213) 689-8631

Attn.: Corporate Secretary

9

Part II

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized statement of all expenses, all of which we will pay, in connection with the registration of the common stock offered hereby:

	Amount*
SEC registration fee	$	2,852
Printing fees	$	5,000
Legal fees	$	100,000
Accounting fees and expenses	$	50,000
Nasdaq Additional Listing Fees	$	65,000
Blue Sky Filing Fees	$	5,000
Transfer Agent Fees	$	5,000
Miscellaneous	$	5,000
Total	*$	237,852

*With the exception of the filing fee, all fees are estimated.

Item 15. Indemnification of Directors and Officers.

We are subject to the laws of Delaware on corporate matters, including its indemnification provisions.  Section 145 of the General Corporation Law of Delaware provides that Delaware corporations are empowered, subject to certain procedures and limitations, to indemnify any person against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending, or completed action, suit, or proceeding (including a derivative action) in which such person is made a party by reason of his being or having been a director, officer, employee, or agent of the company (each, an “Indemnitee”); provided that the right of an Indemnitee to receive indemnification is subject to the following limitations: (i) an Indemnitee is not entitled to indemnification unless he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful, and (ii) in the case of a derivative action, an Indemnitee is not entitled to indemnification in the event that he is judged to be liable to the company (unless and only to the extent that the court determines that the Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the court deems proper). The statute provides that indemnification pursuant to our provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders, or disinterested directors, or otherwise.

Article Tenth of our Certificate of Incorporation requires us to provide the indemnification authorized by Section 145 of the General Corporation Law of Delaware.  Article Eleventh of our Certificate of Incorporation states that no director of the Company shall be liable to us or any of our shareholders for monetary damages for breach of fiduciary duty as a director.  This provision does not eliminate the liability of a director

· for any breach of the director’s duty of loyalty to the Company or its shareholders;

· for omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

· under Section 174 of the General Corporation Law of Delaware; or

· for any transaction from which a director derives an improper personal benefit.

10

We have also entered into Indemnification Agreements with our officers and directors (individually, an “Indemnitee”). Pursuant to the terms of the Indemnification Agreements, we must indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to any proceeding by reason of the fact that the Indemnitee is or was a director or officer of our company, or is or was serving at the request of our company as a director, officer, employee, or agent of another entity, against all expenses, judgments, fines and penalties actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such proceeding. The indemnification must be provided only if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in our best interests, or, in the case of a criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. If the proceeding is brought by or in the right of the Company, we need not provide indemnification for expenses if the Indemnittee is judged to be liable to the us, unless the court in which the proceeding is brought determines that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for expenses as the court deems proper. No indemnification may be provided in connection with any proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in his official capacity, in which he is judged liable on the basis that personal benefit was improperly received by him. We must advance all reasonable expenses to the Indemnitee in connection with a proceeding within 5 days after receipt of a notice from the Indemnitee requesting the advance. The notice must include reasonable evidence of the expenses and must be preceded or accompanied by an undertaking by or on behalf of the Indemnitee to repay any expenses advanced if it is determined that the Indemnitee is not entitled to be indemnified against the expenses. Notwithstanding the Indemnification Agreement, we must indemnify the Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of the Indemnification Agreement, our Certificate of Incorporation, our Bylaws, or by statute. In the event of any changes, after the date of the Indemnification Agreement, in any applicable law, statute, or rule that expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, any such changes shall be within the purview of the Indemnitee’s rights, and our obligations. In the event of any changes in any applicable law, statute, or rule that narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to the Indemnification Agreement, will have no effect on it. The indemnification provided by the Indemnification Agreement is not be deemed exclusive of any other rights to which the Indemnitee may be entitled under our Certificate of Incorporation, our Bylaws, any agreement, any vote of stockholders or disinterested directors, the laws of the State of Delaware, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. To the extent that we maintain an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of any entity which the Indemnitee serves at the request of the Company, the Indemnitee will be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

The term of the Indemnification Agreement will continue until the later of: (a) 10 years after the date that the Indemnitee ceases to serve as a director, or (b) the final termination of all pending proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of expenses under the Indemnification Agreement.

The Indemnitee is not entitled to indemnification or advancement of expenses under the Indemnification Agreement with respect to any proceeding brought or made by him against the Company.

11

Beginning on October 30, 2006, and at various times thereafter, the Company entered into an Indemnification Agreements with its directors and certain of its officers, all of whom are sometimes collectively referred to in this discussion as the “indemnified parties” or individually referred to as an “indemnified party”. The agreements require us to provide indemnification for the indemnified parties for expenses (including attorneys’ fees, expert fees, other professional fees and court costs, and fees and expenses incurred in connection with any appeals), judgments (including punitive and exemplary damages), penalties, fines and amounts paid in settlement (if such settlement is approved in advance by us, which approval shall not be unreasonably withheld) actually and reasonably incurred by the indemnified parties in connection with any threatened, pending or completed action or proceeding (including actions brought on our behalf, such as shareholder derivative actions), whether civil, criminal, administrative or investigative, to which he is or was a party, a witness or other participant (or is threatened to be made a party, a witness or other participant) by reason of the fact that he is or was a director, officer, employee or agent of ours or of any of our subsidiaries. The indemnification covers any action or inaction on the part of the indemnified party while he was an officer or director or by reason of the fact that he is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. We must advance the costs of the fees and expenses within 20 days following the delivery of a written request from an indemnified party (except with respect to Mr. Van De Bunt’s Indemnification Agreement, which requires us to advance fees and expenses within 5 days following delivery of a written request from Mr. Van De Bunt). The indemnified parties have agreed to promptly repay the advances only if, and to the extent that, it is ultimately determined by the court (as to which all rights of appeal therefrom have been exhausted or lapsed) that the indemnified party is not entitled to the indemnity. The indemnified parties’ obligations to repay us for any such amounts are unsecured and no interest will be charged thereon. We also agreed to indemnify the indemnified parties to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of the Indemnification Agreements, our Articles of Incorporation, our bylaws or by statute. In the event of any change, after the date of the Indemnification Agreements, in any applicable law, statute or rule which expands the right of a California corporation to indemnify a member of its board of directors or an officer, such changes shall be within the purview of the indemnified parties’ rights and our obligations under the Indemnification Agreements. In the event of any change in any applicable law, statute or rule which narrows the right of a California corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to the Indemnification Agreements will have no effect on the or the rights and obligations of the indemnified parties and the company under them. The indemnification provided by the Indemnification Agreements is not exclusive of any rights to which the indemnified parties may be entitled under our Articles of Incorporation, bylaws, any agreement, any vote of shareholders or disinterested directors or the California Corporations Code. The indemnification provided under the Indemnification Agreements continues for any action taken or not taken while an indemnified party serves in an indemnified capacity, even though he may have ceased to serve in such capacity at the time of any action or other covered proceeding. If the indemnification provided for in the Indemnification Agreement is unavailable to an indemnified party, in lieu of indemnifying the indemnified party we will contribute to the amount incurred by him, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for expenses, in connection with any claim relating to an indemnifiable event, in such proportion as is deemed fair and reasonable by the court before which the action was brought. We are not obligated to provide indemnification pursuant to the terms of the Indemnification Agreements

· for any acts or omissions or transactions from which a director may not be relieved of liability under the California General Corporation Law; or for breach by an indemnified party of any duty to us or our shareholders as to circumstances in which indemnity is expressly prohibited by Section 317 of the California General Corporation Law; or

· with respect to proceedings or claims initiated or brought voluntarily by an indemnified party not by way of defense, (except with respect to proceedings or claims brought to establish or enforce a right to indemnification) although such indemnification may be provided if our Board of Directors has approved the initiation or bringing of such proceeding or claim; or

· with respect to any proceeding instituted by the indemnified party to enforce or interpret the Indemnification Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the indemnified party in such proceeding was not made in good faith or was frivolous; or

· for expenses or liabilities of any type whatsoever which have been paid directly to an indemnified party by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by us; or

· for expenses and the payment of profits arising from the purchase and sale by an indemnified party of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

12

The Indemnification Agreements are effective as of the date they were signed and may apply to acts or omissions of the indemnified parties which occurred prior to such date if the indemnified party was an officer, director, employee or other agent of our company, or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred.  All of the obligations under the Indemnification Agreements will continue as long as an indemnified party is subject to any actual or possible matter which is the subject of the Indemnification Agreement, notwithstanding an indemnified party’s termination of service as an officer or director.

The indemnification provisions included in the California Corporations Code, our articles of incorporation and bylaws, and the Indemnification Agreements may be sufficiently broad to permit indemnification of our executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended.

Item 16. Exhibits.

2.1	Agreement and Plan of Merger of CyberDefender Corporation, a Delaware corporation and CyberDefender Corporation, a California Corporation *
2.2	State of California Certificate of Ownership *
3.1	Certificate of Incorporation of the registrant *
3.2	Bylaws of the registrant *
5.1	Opinion of Richardson & Patel LLP *
10.1	2005 Stock Incentive Plan (2)
10.2	Amended and Restated 2006 Equity Incentive Plan (1)
10.3	Securities Purchase Agreement between registrant and each purchaser identified on the signature pages thereof dated as of September 12, 2006 (1)
10.4	Employment agreement between the registrant and Gary Guseinov dated August 31, 2006 (1)
10.5	Employment agreement between the registrant and Igor Barash dated September 1, 2003 (1)
10.6	Employment offer between the registrant and Igor Barash dated November 23, 2005 (15)
10.7	Employment agreement between the registrant and Igor Barash dated July 1, 2008 (15)
10. 8	Agreement for Internet Advertising Agent Services date May 16, 2008 between the registrant and WebMetro (3)
10. 9	Consulting Agreement with Frontier Capital Partners LLC dated July 15, 2008 (4)
10.10	Form of Indemnification Agreement entered into between the registrant and certain officers and directors *
10.11	Form of Securities Purchase Agreement for the sale of Units (August 2008) (5)
10.12	Form of Warrant to Purchase Common Stock (August 2008) (5)
10.13	Common Stock Purchase Warrant issued to Newview Finance L.L.C. dated November 10, 2008 (6)
10.14	Settlement Agreement between the registrant and Patrick Hinojosa (7)
10.15	Form of 7.41% Senior Secured Note (8)
10.16	Form of Registration Rights Agreement executed in conjunction with the sale of 7.41% Senior Secured Notes (8)
10.17	Form of Amended and Restated Security Agreement executed in conjunction with the sale of 7.41% Senior Secured Notes (8)
10.18	Form of Securities Purchase Agreement executed in conjunction with the sale of 7.41% Senior Secured Notes (8)
10.19	Form of Common Stock Purchase Warrant issued in conjunction with the sale of 7.41% Senior Secured Notes (8)
10.20	Lease Agreement dated October 19, 2007 between the registrant and 617 7th Street Associates, LLC (9)
10.21	Form of Securities Purchase Agreement (November 25, 2008/December 5, 2008) (10)
10.22	Form of 10% Convertible Promissory Note (November 25, 2008/December 5, 2008) (10)
10.23	Form of Common Stock Purchase Warrant (November 25, 2008/December 5, 2008) (10)
10.24	Form of Registration Rights Agreement (November 25, 2008/December 5, 2008) (10)
10.25	Form of Subordination Agreement (November 25, 2008/December 5, 2008) (10)
10.26	Consent and Waiver Agreement dated November 21, 2008 between the registrant and the holders of the 10% Secured Convertible Debentures dated September 12, 2006 (November 25, 2008/December 5, 2008) (10)

13

10.27	Amended and Restated Consent and Waiver dated August 19, 2008 between the registrant and the holders of the 10% Secured Convertible Debentures dated September 12, 2006 (11)
10.28	Consent and Waiver dated September 22, 2008 between the registrant and the holders of the 10% Secured Convertible Debentures dated September 12, 2006 (11)
10.29	Warrant to Purchase Common Stock issued to Guthy-Renker Match LLC (8)
10.30	Employment Agreement between the registrant and Kevin Harris (8)
10.31	Amendment to Lease Agreement dated January 30, 2009 between the registrant and 617 7th Street Associates, LLC (8)
10.32	Media and Marketing Services Agreement with GR Match, LLC (8)
10.33	Securities Purchase Agreement dated June 3, 2009 between the registrant and GR Match, LLC (10)
10.34	First Amendment to Media and Marketing Services Agreement dated June 4, 2009 between the registrant and GR Match, LLC (10)
10.35	Indemnification Agreement dated July 21, 2009 between the registrant and Bennet Van de Bunt (11)
10.36	First Amendment dated October 26, 2009 to Securities Purchase Agreement between the registrant and GR Match, LLC (12)
10.37	Second Amendment dated October 26, 2009 to Media and Marketing Services Agreement between the registrant and GR Match, LLC (12)
10.38	Indemnification Agreement dated January 1, 2010 between the registrant and Luc Vanhal (13)
10.39	Consulting Agreement dated April 1, 2009 between the registrant and SCP Holdings LLC (14)
10.40	Consent and Waiver Agreement dated April 23, 2009 (14)
10.41	Securities Purchase Agreement dated June 10, 2009 between the registrant and Shimski LP (14)
10.42	Amended and Restated Warrant to Purchase Common Stock issued to GR Match LLC on May 6, 2009 (14)
10.43	Warrant to Purchase Common Stock issued to GR Match LLC on May 6, 2009 (14)
10.44	Warrant to Purchase Common Stock issued to GR Match LLC on May 6, 2009 (14)
10.45	Amendment to Lease Agreement dated September 30, 2009 between the registrant and 617 7th Street Associates, LLC (15)
10.46	Amended and Restated Key Executive Employment Agreement with Gary Guseinov (16)
10.47	Amended and Restated Key Executive Employment Agreement with Kevin Harris (16)
10.48	Amended and Restated Key Executive Employment Agreement with Igor Barash (16)
10.49	Loan and Securities Purchase Agreement dated March 31, 2010 between the registrant and GR Match, LLC (17)
10.50	9% Secured Convertible Promissory Note dated March 31, 2010 in favor of GR Match, LLC (17)
10.51	Security Agreement dated March 31, 2010 between the registrant and GR Match, LLC (17)
10.52	License Agreement dated April 1, 2010 between the registrant and GR Match, LLC *++
23.1	Consent of KMJ Corbin & Company LLP *
23.2	Consent of Richardson & Patel LLP (See Exhibit 5.1)

*Filed herewith.

+Portions of this agreement have been redacted pursuant to a request for confidential treatment which was granted by the Securities and Exchange Commission on September 25, 2008.

++Certain information in this exhibit has been omitted pursuant to a request for confidential treatment. The redacted information has been filed separately with the Securities and Exchange Commission.

(1) Incorporated by reference from the registrant’s Registration Statement on Form SB-2, file no. 333-138430, filed with the Securities and Exchange Commission on November 3, 2006.

(2) Incorporated by reference from the registrant’s Registration Statement on Form SB-2/A, filed with the Securities and Exchange Commission on February 1, 2007.

(3) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2008.

(4) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2008.

14

(5) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2008.

(6) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2008.

(7) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008.  This document is the subject of a confidential treatment request therefore portions of it have been redacted. A full copy of the document has been filed separately with the Securities and Exchange Commission.

(8) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2008.

(9) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2007.

(10) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2008.

(11) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008.

(12) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2009.

(13) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2010.

(14) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2009.

(15) Incorporated by reference from the registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2010.

(16) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2010.

(17) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2010.

15

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

1.           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

2.           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of offering.

3.           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is relying on Rule 430B (0230.430B of this chapter):

A.          Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B.           Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

4.           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.            Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.          The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.         Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

16

5.           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6.           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on June 30, 2010.

CYBERDEFENDER CORPORATION
By:	/s/ Gary Guseinov
	Gary Guseinov
	Chief Executive Officer
By:	/s/ Kevin Harris
	Kevin Harris
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
	Chief Executive Officer (Principal
/s/ Gary Guseinov	Executive Officer) and Chairman	June 30, 2010
Gary Guseinov	of the Board of Directors
	Chief Financial Officer (Principal
/s/ Kevin Harris	Financial and Accounting Officer),	June 30, 2010
Kevin Harris	Secretary and Director
/s/ Howard Bain
Howard Bain	Director	June 30, 2010
/s/ Tom Connerty
Tom Connerty	Director	June 30, 2010
/s/ Ricardo Salas
Ricardo Salas	Director	June 30, 2010

18

EX-2.1

AGREEMENT AND PLAN OF MERGER

OF

CYBERDEFENDER CORPORATION,

A DELAWARE CORPORATION

AND

CYBERDEFENDER CORPORATION,

A CALIFORNIA CORPORATION

This Agreement and Plan of Merger dated as of May 25, 2010 (the “Agreement”) is entered into by and between CyberDefender Corporation, a California corporation (“CyberDefender California”), and its wholly-owned subsidiary, CyberDefender Corporation, a Delaware corporation (“CyberDefender Delaware”). CyberDefender Delaware and CyberDefender California are sometimes referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. CyberDefender Delaware is a corporation duly organized and existing under the laws of the State of Delaware and has an authorized capital of 110,000,000 shares, 100,000,000 of which are designated “Common Stock,” $0.001 par value, and 10,000,000 of which are designated “Preferred Stock,” $0.001 par value. As of the date of this Agreement, 100 shares of CyberDefender Delaware Common Stock were issued and outstanding, all of which are held by CyberDefender California, and no shares of Preferred Stock were issued and outstanding.

B. CyberDefender California is a corporation duly organized and existing under the laws of the State of California and has an authorized capital of 50,000,000 shares of Common Stock, no par value. As of May 25, 2010, 25,845,375 shares of CyberDefender California Common Stock were issued and outstanding.

C. The Board of Directors of CyberDefender California has determined that, for the purpose of effecting the reincorporation of CyberDefender California in the State of Delaware, it is advisable and in the best interests of CyberDefender California and its shareholders that CyberDefender California merge with and into CyberDefender Delaware upon the terms and conditions provided in this Agreement.

D. The respective Boards of Directors of CyberDefender Delaware and CyberDefender California have approved this Agreement and have directed that this Agreement be submitted to a vote of their respective stockholder(s) and, if approved by such stockholder(s), executed by officers of their respective corporations.

AGREEMENT

In consideration of the mutual agreements and covenants set forth herein, CyberDefender Delaware and CyberDefender California hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

Section 1. Merger.    In accordance with the provisions of this Agreement, the Delaware General Corporation Law and the California General Corporation Law, CyberDefender California shall be merged with and into CyberDefender Delaware (the “Merger”), the separate existence of CyberDefender California shall cease and CyberDefender Delaware shall be, and is sometimes referred to below as, the “Surviving Corporation,” and the name of the Surviving Corporation shall be “CyberDefender Corporation”.

Section 2. Closing.    The closing of this Agreement shall take place at 617 W. 7th Street, Suite 1000, Los Angeles, CA 90017, as soon as practicable following the satisfaction of all conditions to closing set forth in Section 3 of this Agreement (the “Closing”).

Section 3. Conditions to Closing.    The obligations hereunder of both parties to enter into this Agreement are subject to their satisfaction, at or before the Closing, of each of the conditions set forth below:

3.1 Adoption and Approval by Stockholders.    Adoption and approval of this Agreement and the Merger by the stockholder(s) of each Constituent Corporation in accordance with the applicable requirements of the Delaware General Corporation Law and the California General Corporation Law; and

3.2 Satisfaction of Conditions Precedent.    The satisfaction or waiver of all of the conditions precedent to the consummation of the Merger as specified in this Agreement.

Section 4. Filing and Effectiveness.    Upon the satisfaction of all conditions to Closing set forth in Section 3 above, the parties shall file, and the Merger shall become effective upon completion of the filing, with the Secretary of State of Delaware of an executed Certificate of Ownership and Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law. The date and time when the Merger becomes effective is referred to in this Agreement as the “Effective Time of the Merger.”

Section 5. Effect of the Merger.    Upon the Effective Time of the Merger, the separate existence of CyberDefender California shall cease and CyberDefender Delaware, as the Surviving Corporation, (a) shall continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Time of the Merger, (b) shall be subject to all actions previously taken by its and CyberDefender California’s Board of Directors, (c) shall succeed, without other transfer, to all of the assets, rights, powers and property of CyberDefender California in the manner more fully set forth in Section 259 of the Delaware General Corporation Law, (d) shall continue to be subject to all of the debts, liabilities and obligations of CyberDefender Delaware as constituted immediately prior to the Effective Time of the Merger and (e) shall succeed, without other transfer, to all of the debts, liabilities and obligations of CyberDefender California in the same manner as if CyberDefender Delaware had itself incurred them, all as more fully provided under the applicable provisions of the Delaware General Corporation Law and the California General Corporation Law.

Section 6. Charter Documents, Directors and Officers.

6.1 Certificate of Incorporation.    The Certificate of Incorporation of CyberDefender Delaware as in effect immediately prior to the Effective Time of the Merger shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

6.2 Bylaws.    The Bylaws of CyberDefender Delaware as in effect immediately prior to the Effective Time of the Merger shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

6.3 Directors and Officers.    The directors and officers of CyberDefender Delaware immediately prior to the Effective Time of the Merger shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or as otherwise provided by law, the Certificate of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

Section 7. Manner of Conversion of Stock.

7.1 CyberDefender California Common Stock.    Upon the Effective Time of the Merger, each one share of CyberDefender California Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such share or any other person, be converted into and exchanged for one fully paid and nonassessable share of Common Stock, $0.001 par value, of the Surviving Corporation.

7.2 CyberDefender California Options, Stock Purchase Rights and Convertible Securities.

(a) Upon the Effective Time of the Merger, the Surviving Corporation shall assume and continue any and all stock option, stock incentive, employee benefit and other equity-based award plans heretofore adopted by CyberDefender California (the “Plans”). Each outstanding and unexercised option, warrant, other right to purchase, or security convertible into, CyberDefender California Common Stock (a “Right”) shall become, subject to the provisions in paragraph (c) hereof, an option, right to purchase, or a security convertible into the Surviving Corporation’s Common Stock, respectively, on the basis of one share of the Surviving Corporation’s Common Stock, as the case may be, for each one share of CyberDefender California Common Stock, issuable pursuant to any such Right, on the same terms and conditions and at an exercise price equal to the exercise price applicable to any such CyberDefender California Right at the Effective Time of the Merger. This paragraph 7.2(a) shall not apply to CyberDefender California Common Stock. Such Common Stock is subject to paragraph 7.1 hereof.

(b) A number of shares of the Surviving Corporation’s Common Stock shall be reserved for issuance upon the exercise or conversion of Rights equal to the number of shares of CyberDefender California Common Stock so reserved immediately prior to the Effective Time of the Merger.

(c) The assumed Rights shall not entitle any holder thereof to a fractional share upon exercise or conversion. In lieu thereof, any fractional share interests to which a holder of an assumed Right would otherwise be entitled upon exercise or conversion shall be aggregated (but only with other similar Rights which have the same per share terms). To the extent that after such aggregation, the holder would still be entitled to a fractional share with respect thereto upon exercise or conversion, the holder shall be entitled upon the exercise or conversion of all such assumed Rights pursuant to their terms (as modified herein), to one full share of Common Stock in lieu of such fractional share. With respect to each class of such similar Rights, no holder will be entitled to more than one full share in lieu of a fractional share upon exercise or conversion.  In addition, no “additional benefits” (within the meaning of Section 424(a)(2) of the Internal Revenue Code of 1986, as amended) shall be accorded to the optionees pursuant to the assumption of their options.

7.3 CyberDefender Delaware Common Stock.    Upon the Effective Time of the Merger, each share of Common Stock, $0.001 par value, of CyberDefender Delaware issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by CyberDefender Delaware, CyberDefender California or any other person, be canceled and returned to the status of authorized but unissued shares.

7.4 Exchange of Certificates.    After the Effective Time of the Merger, each holder of an outstanding certificate representing CyberDefender California Common Stock may, at such holder’s option, surrender the same for cancellation to Continental Stock Transfer & Trust Company as exchange agent (the “Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation’s Common Stock into which the surrendered shares were converted as provided herein. Until so surrendered, each outstanding certificate theretofore representing shares of CyberDefender California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation’s capital stock into which such shares of CyberDefender California capital stock were converted in the Merger.

The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of capital stock of the Surviving Corporation represented by such outstanding certificate as provided above.

Each certificate representing capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of CyberDefender California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws.

If any certificate for shares of the Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Section 8. General.

8.1 Covenants of CyberDefender Delaware.    CyberDefender Delaware covenants and agrees that it will, at or before the Effective Time of the Merger:

(a) Qualify to do business as a foreign corporation in the State of California and irrevocably appoint an agent for service of process as required under the provisions of Section 2105 of the California General Corporation Law.

(b) File any and all documents with the California Franchise Tax Board necessary for the assumption by CyberDefender Delaware of all of the franchise tax liabilities of CyberDefender California; and

(c) Take such other actions as may be required by the California General Corporation Law.

8.2 Further Assurances.    From time to time, as and when required by CyberDefender Delaware or by its successors or assigns, there shall be executed and delivered on behalf of CyberDefender California such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other actions, as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by CyberDefender Delaware the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of CyberDefender California and otherwise to carry out the purposes of this Agreement, and the officers and directors of CyberDefender Delaware are fully authorized in the name and on behalf of CyberDefender California or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

8.3 Abandonment.    At any time before the Effective Time of the Merger, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either CyberDefender California or CyberDefender Delaware, or both, notwithstanding the approval of this Agreement by the shareholders of CyberDefender California or by the sole stockholder of CyberDefender Delaware, or by both.

8.4 Amendment.    The Boards of Directors of the Constituent Corporations may amend this Agreement at any time prior to the filing of this Agreement (or certificate in lieu thereof) with the Secretary of State of the State of Delaware, provided that an amendment made subsequent to the adoption of this Agreement by the stockholders of either Constituent Corporation shall not: (a) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such Constituent Corporation, (b) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the Merger, or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class of shares or series of capital stock of such Constituent Corporation.

8.5 Registered Office.    The registered office of the Surviving Corporation in the State of Delaware is located at 1811 Silverside Road, City of Wilmington, New Castle County, State of Delaware 19810-4345. The name of its registered agent at such address is VCorp Services, LLC.

8.6 Agreement.    Executed copies of this Agreement will be on file at the principal place of business of the Surviving Corporation at 617 W. 7th Street, Suite 1000, Los Angeles, CA 90017 and copies thereof will be furnished to any stockholder of either Constituent Corporation, upon request and without cost.

8.7 Governing Law.    This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

8.8 Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Agreement to be executed as of this day and year first above written.

CYBERDEFENDER CORPORATION, a California corporation
By:	/s/ Gary Guseinov
	Name:	Gary Guseinov
	Title:	Chief Executive Officer
ATTEST:
By:	/s/ Kevin Harris
	Kevin Harris, Secretary
CYBERDEFENDER CORPORATION, a Delaware corporation
By:	/s/ Gary Guseinov
	Name:	Gary Guseinov
	Title:	Chief Executive Officer
ATTEST:
By:	/s/ Kevin Harris
	Kevin Harris, Secretary

EX-2.2

STATE OF CALIFORNIA

CERTIFICATE OF OWNERSHIP

(Pursuant to Section 1110 of the California Corporations Code)

MERGING

CyberDefender Corporation, a California corporation

INTO

CyberDefender Corporation, a Delaware corporation.

Gary Guseinov and Kevin Harris do hereby certify:

1. They are the Chief Executive Officer and Secretary, respectively, of CyberDefender Corporation, a California corporation (“CyberDefender California”).

2. CyberDefender California owns 100% of the outstanding shares of capital stock of CyberDefender Corporation, a Delaware corporation (“CyberDefender Delaware”).

3. The Board of Directors of CyberDefender California, by unanimous written consent, dated April 8, 2010, and the shareholders of CyberDefender California, by a vote that equaled or exceeded the vote required, approved the Agreement and Plan of Merger, by and between CyberDefender California and CyberDefender Delaware, in the form attached to this certificate as Exhibit A (the “Plan of Merger”).  The Plan of Merger is incorporated by reference as if fully set forth in this certificate.

4. The Board of Directors of CyberDefender Delaware, by unanimous written consent, dated May 19, 2010, approved the Plan of Merger.

5. A Certificate of Ownership and Merger with respect to the merger of CyberDefender California into CyberDefender Delaware was filed with the Secretary of State of the State of Delaware on May 25, 2010 and is attached to this certificate as Exhibit B and incorporated by reference as if fully set forth in this certificate.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Ownership as of the 27th day of May, 2010.

/s/ Gary Guseinov

Gary Guseinov, Chief Executive Officer

/s/ Kevin Harris

Kevin Harris, Secretary

EX-3.1

CERTIFICATE OF INCORPORATION OF

CYBERDEFENDER CORPORATION

(A DELAWARE CORPORATION)

FIRST.           The name of the corporation is CyberDefender Corporation (hereinafter referred to as the “Corporation”).

SECOND.      The address of the Corporation’s registered office in the State of Delaware is 1811 Silverside Road, City of Wilmington, New Castle County, State of Delaware 19810-4345.  The name of its registered agent at such address is Vcorp Services, LLC.

THIRD.          The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.

A. Classes of Stock.    This Corporation is authorized to issue two classes of stock to be designated, respectively, as “Common Stock” and “Preferred Stock”. The total number of shares which the Corporation is authorized to issue is one hundred ten million (110,000,000) shares, $0.001 par value. One hundred million (100,000,000) shares shall be Common Stock and ten million (10,000,000) shares shall be Preferred Stock.

B. Rights, Preferences and Restrictions of Preferred Stock.    Shares of Preferred Stock may be issued from time to time in one or more series, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation, and the Board of Directors is hereby expressly vested with authority, to the fullest extent now or hereafter provided by law, to adopt any such resolution or resolutions. The Board of Directors may increase or decrease the number of shares of any such series subsequent to the issuance of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status they had prior to the adoption of the resolution originally fixing the number of shares of such series.

FIFTH.           The name and mailing address of the incorporator is Kevin Harris, 617 W. 7th Street, Suite 1000, Los Angeles, CA 90017.

SIXTH.          The number of directors of the corporation shall be fixed by, or in the manner provided by, the bylaws.  The right of stockholders to cumulative voting in the election of directors is expressly prohibited.  Election of directors need not be by written ballot, except and to the extent the bylaws of the Corporation shall so provide.

SEVENTH.    The Board of Directors is authorized to make, adopt, amend, alter, or repeal bylaws of the Corporation except as and to the extent provided in the bylaws and subject to the right of the stockholders of the Corporation entitled to vote with respect thereto to make additional bylaws and to alter and repeal bylaws made by the Board of Directors.

EIGHTH.       Any action required or permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by holders of record on the record date (established in the manner provided in the Bylaws) of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

NINTH.          The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

TENTH.         Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (whether or not by or in the right of the corporation) by reason of the fact that he is or was a director, officer, incorporator, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, incorporator, employee, partner, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), shall be indemnified by the Corporation to the full extent then permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented from time to time, against expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement incurred by him in connection with such action, suit, or proceeding.  Such right of indemnification shall inure whether or not the claim asserted is based on matters which antedate the adoption of this Article Tenth.  Such right of indemnification, if any, shall continue as to a person who has ceased to be a director, officer, incorporator, employee, partner, trustee, or agent and shall inure to the benefit of the heirs and personal representatives of such a person.  The indemnification provided by this Article Tenth shall not be deemed exclusive of any other rights which may be provided now or in the future under any provision currently in effect or hereafter adopted of the bylaws, by any agreement, by vote of stockholders, by resolution of disinterested directors, by provision of law, or otherwise.

ELEVENTH.  To the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, no director of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision does not eliminate the liability of the director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.  For purposes of the prior sentence, the term “damages” shall, to the extent permitted by law, include without limitation, any judgment, fine, amount paid in settlement, penalty, punitive damages, excise, or other tax assessed with respect to an employee benefit plan, or expense of any nature (including, without limitation, counsel fees and disbursements).  Each person who serves as a director of the Corporation while this Article Eleventh is in effect shall be deemed to be doing so in reliance on the provisions of this Article Eleventh, and neither the amendment or repeal of this Article Eleventh, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article Eleventh, shall apply to or have any effect on the liability or alleged liability of any director or the Corporation for, arising out of, based upon, or in connection with any acts or omissions of such director occurring prior to such amendment, repeal, or adoption of an inconsistent provision.  The provisions of this Article Eleventh are cumulative and shall be in addition to and independent of any and all other limitations of the liabilities of directors of the Corporation, as such, whether such limitations or eliminations arise under or are created by any law, rule, regulations, by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

IN WITNESS WHEREOF, I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file, and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 19th day of May, 2010.

/s/ Kevin Harris

Kevin Harris, Incorporator

EX-3.2

BYLAWS

OF

CYBERDEFENDER CORPORATION,

A DELAWARE CORPORATION

ARTICLE I - OFFICES

1.           REGISTERED OFFICE AND AGENT

The registered office and registered agent of CyberDefender Corporation, a Delaware corporation, (“Corporation”) shall be as set forth in the Corporation's Certificate of Incorporation. The registered office or the registered agent may be changed by resolution of the board of directors of the Corporation (the “Board of Directors”), upon making the appropriate filing with the Secretary of State.

2.           PRINCIPAL OFFICE

The principal office of the Corporation may be located either within or without the State of Delaware as the Board of Directors may designate or as the business of the Corporation may require from time to time.

3.           OTHER OFFICES

The Corporation may also have other offices at such places, within or without the State of Delaware, as the Board of Directors may designate, or as the business of the Corporation may require or as may be desirable.

ARTICLE II - STOCKHOLDERS

1.           ANNUAL MEETING

The annual meetings of the stockholders shall be held on such date and at such time as may be fixed by the Board of Directors. At such meetings, directors shall be elected and any other proper business may be transacted.

2.           SPECIAL STOCKHOLDERS’ MEETINGS

Special meetings of the stockholders may be called by the Board of Directors, the Chief Executive Officer, the President, the Secretary, or by the holders of at least ten percent (10%) of all the shares entitled to vote at the proposed special meeting, unless the Corporation's Certificate of Incorporation provides for a number of shares greater than or less than a majority, in which event special meetings of the stockholders may be called by the holders of at least the percentage of shares so specified in the Certificate of Incorporation.

CyberDefender Corporation Bylaws Page 1 of 23

Only business within the purpose or purposes described in the notice or executed waiver of notice may be conducted at a special meeting of the stockholders.

Any person or persons entitled hereunder to call a special meeting of stockholders may do so only by written request sent by certified mail or delivered in person to the Chief Executive Officer or Secretary.  The officer receiving the written request shall within ten days from the date of its receipt cause notice of the meeting to be given in the manner provided by these Bylaws to all stockholders entitled to vote at the meeting.  If the officer does not give notice of the meeting within ten days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these Bylaws.  Nothing contained in this section shall be construed as limiting, fixing, or affecting the time or date when a meeting of stockholders called by action of the Board of Directors may be held.

3.           PLACE OF MEETING

Meetings of the stockholders shall be held either at the registered office of the Corporation or at such other place, either within or without the State of Delaware, as shall be designated in the notice of the meeting or executed waiver of notice.  The Board of Directors may, in its discretion, determine that the meeting may be held solely by means of remote communication.  If authorized by the Board of Directors, and subject to any guidelines and procedures adopted by the Board of Directors, stockholders not physically present at a meeting of stockholders, by means of remote communication may participate in a meeting of stockholders and may be considered present in person and may vote at a meeting of stockholders held at a designated place or held solely by means of remote communication, subject to the conditions imposed by Section 211(a)(2) of the Delaware General Corporation Law.

4.           NOTICE OF STOCKHOLDERS' MEETING

Written or printed notice stating the place, day and hour of the meeting, the means of any remote communications by which stockholders may be considered present and may vote at the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, by electronic transmission, or by mail, by or at the direction of the Chief Executive Officer, the President, the Secretary, or person calling the meeting, to each stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at the stockholder's address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.

The Corporation shall notify each stockholder, whether or not entitled to vote, of any meeting of stockholders at which a plan of merger or exchange is to be submitted for approval in accordance with Section 251 of the Delaware General Corporation Law.  The notice shall be given at least 20 days before the meeting and shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or exchange and shall contain or be accompanied by a copy or summary of the plan.

CyberDefender Corporation Bylaws Page 2 of 23

 

Written or printed notice setting forth any proposed amendment to the Certificate of Incorporation or a summary of the changes to be effected thereby shall be given to each stockholder of record entitled to vote thereon within the time and in the manner provided in the Delaware General Corporation Law for the giving of notice of meetings of stockholders.  If the meeting be an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting.

Any notice required to be given to any stockholder, under any provision of the Delaware General Corporation Law or the Certificate of Incorporation or these Bylaws, need not be given to the stockholder if (1) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (2) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12 month period have been mailed to that person, addressed at the stockholder's address as shown on the share transfer records of the Corporation, and have been returned undeliverable.  Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given.  If such a person delivers to the Corporation a written notice setting forth the stockholder's then current address, the requirement that notice be given to that person shall be reinstated.

Notice by Electronic Transmission:  On consent of a stockholder, notice from the Corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws may be given to the stockholder by electronic transmission.  The stockholder may specify the form of electronic transmission to be used to communicate notice.  The stockholder may revoke this consent by written notice to the Corporation.  The stockholder's consent is deemed to be revoked if the Corporation is unable to deliver by electronic transmission two consecutive notices, and the Secretary, Assistant Secretary, or transfer agent of the Corporation, or another person responsible for delivering notice on behalf of the Corporation knows that delivery of these two electronic transmissions was unsuccessful. The inadvertent failure to treat the unsuccessful transmissions as a revocation of stockholder consent does not invalidate a meeting or other action.

Notice by electronic transmission is deemed given when the notice is: (1) transmitted to a facsimile number provided by the stockholder for the purpose of receiving notice; (2) transmitted to an electronic mail address provided by the stockholder for the purpose of receiving notice; (3) posted on an electronic network and a message is sent to the stockholder at the address provided by the stockholder for the purpose of alerting the stockholder of a posting; or (4) communicated to the stockholder by any other form of electronic transmission consented to by the stockholder.

An affidavit of the Secretary, Assistant Secretary, transfer agent, or other agent of the Corporation that notice has been given by electronic transmission is, in the absence of fraud, prima facie evidence that the notice was given.

CyberDefender Corporation Bylaws Page 3 of 23

 

5.           FIXING RECORD DATES FOR MATTERS OTHER THAN WRITTEN CONSENTS TO ACTION

For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of stockholders for any other proper purpose (other than determining stockholders entitled to consent to action by stockholders proposed to be taken without a meeting of stockholders), the Board of Directors of the Corporation may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days.  If the share transfer records shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such records shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the share transfer records, the Bylaws, or in the absence of an applicable bylaw the Board of Directors, may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days and, in the case of a meeting of stockholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  If the share transfer records are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

6.           FIXING RECORD DATES FOR WRITTEN CONSENTS TO ACTION

Unless a record date shall have previously been fixed or determined pursuant to this section, whenever action by stockholders is proposed to be taken by consent in writing without a meeting of stockholders, the Board of Directors may fix a record date for the purpose of determining stockholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested.  Delivery to the Corporation's principal place of business shall be addressed to the President or the principal executive officer of the Corporation.  If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

CyberDefender Corporation Bylaws Page 4 of 23

 

7.           VOTING LISTS

The officer or agent having charge of the share transfer records for shares of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any stockholder at any time during usual business hours.  Alternatively, the list of the stockholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting.  This does not require the Corporation to include any electronic contact information of any stockholder on the list.  If the Corporation elects to make the list available on an electronic network, the Corporation shall take reasonable steps to ensure that the information is available only to stockholders of the Corporation.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting.  If the meeting is held by means of remote communication, the list must be open to the examination of any stockholder for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to stockholders with the notice of the meeting.  The original share transfer records shall be prima-facie evidence as to who are the stockholders entitled to examine such list or transfer records or to vote at any meeting of stockholders.  However failure to prepare and make the list available in the manner provided above shall not affect the validity of any action taken at the meeting.

8.           VOTING OF SHARES AND PROXIES

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except:  (a) to the extent that the Certificate of Incorporation of the Corporation provides for more or less than one vote per share or (if and to the extent permitted by the Delaware General Corporation Law) limit or deny voting rights to the holders of the shares of any class or series, or (b) as otherwise provided by the Delaware General Corporation Law.

Shares of its own stock owned by the Corporation or by another domestic or foreign corporation or other entity, if a majority of the voting stock or voting interest of the other corporation or other entity is owned or controlled by the Corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.  Nothing in this section shall be construed as limiting the right of the Corporation or any domestic or foreign corporation or other entity to vote stock, held or controlled by it in a fiduciary capacity, or with respect to which it otherwise exercises voting power in a fiduciary capacity.

CyberDefender Corporation Bylaws Page 5 of 23

Any stockholder may vote either in person or by proxy executed in writing by the stockholder.  An electronic transmission by the stockholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the stockholder, shall be treated as an execution in writing for purposes of this section.  Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the stockholder.  No proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of: (1) a pledgee; (2) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares; (3) a creditor of the Corporation who extended it credit under terms requiring the appointment; (4) an employee of the Corporation whose employment contract requires the appointment; or (5) a party to a voting agreement or voting trust created under Section 218 of the Delaware General Corporation Law.

An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy or, in the case of uncertificated shares, if notation of the irrevocable proxy is contained in the notice sent pursuant to Section 222 of the Delaware General Corporation Law with respect to the shares that are subject to the irrevocable proxy, shall be specifically enforceable against the holder of those shares or any successor or transferee of the holder.  Unless noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy or, in the case of uncertificated shares, unless notation of the irrevocable proxy is contained in the notice sent pursuant to Section 222 of the Delaware General Corporation Law with respect to the shares that are subject to the irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against any subsequent transferee (whether or not for value), but such an irrevocable proxy shall be specifically enforceable against any other person who is not a transferee for value from and after the time that the person acquires actual knowledge of the existence of the irrevocable proxy.

At each election for directors every stockholder entitled to vote at such election shall have the right to vote the number of shares owned by such stockholder for as many persons as there are directors to be elected and for whose election the stockholder has a right to vote.  Stockholders are prohibited from cumulating their votes in any election of directors of the Corporation.

Shares held by an administrator, executor, guardian, or conservator may be voted by him or her so long as such shares forming a part of an estate are in the possession and forming a part of the estate being served by him or her, either in person or by proxy, without a transfer of such shares into his or her name.

Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name as trustee.

CyberDefender Corporation Bylaws Page 6 of 23

Shares standing in the name of a receiver may be voted by such a receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred, subject to any agreements containing restrictions on the hypothecation, assignment, pledge or voluntary or involuntary transfer of shares.

With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Delaware General Corporation Law, the affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, that matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders, unless otherwise provided in the Certificate of Incorporation or these Bylaws.

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.

Any vote may be taken by voice or show of hands unless a stockholder entitled to vote, either in person or by proxy objects, in which case written ballots shall be used.

9.           QUORUM OF STOCKHOLDERS

Unless otherwise provided under the Certificate of Incorporation or these Bylaws and subject to Delaware law, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of the class or classes of capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business, except that as to any action required to be taken by stockholders voting separately as a class or classes a majority of the shares entitled to vote separately as one class shall constitute a quorum of that class and may act separately whether or not a quorum of another class or classes be present.

After a quorum has been established at a stockholders’ meeting, the subsequent withdrawal of stockholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, once a quorum is present at a meeting of stockholders, the stockholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any stockholder or the refusal of any stockholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting.  Unless otherwise provided in the Certificate of Incorporation or these Bylaws, the stockholders represented in person or by proxy at a meeting of stockholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.

CyberDefender Corporation Bylaws Page 7 of 23

When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting if the time, date, and place of the reconvened meeting are announced at the meeting at which the adjournment is taken, and any business may be transacted at the reconvened meeting that might have been transacted at the original meeting.  If, however, following the adjournment, the Board fixes a new record date for the reconvened meeting, a notice of the reconvened meeting shall be given as stated in Article II, Section 4 of these Bylaws above to each stockholder of record on the new record date entitled to vote at such meeting.

10.         WRITTEN CONSENT OF STOCKHOLDERS

Any action required by the Delaware General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

11.         REDEMPTION OF SHARES

The Corporation shall have the power to redeem the shares of any stockholder, or the shares of a deceased stockholder, upon such terms as may be agreed upon by the Board of Directors and such stockholder or the stockholder's personal representative, or at such price and upon such terms as may be provided in the Certificate of Incorporation, these Bylaws, or any applicable stock purchase or redemption agreement.

ARTICLE III - DIRECTORS

1.           BOARD OF DIRECTORS

To the extent not limited or prohibited by law, the Certificate of Incorporation or these Bylaws, the powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.  Directors need not be residents of the State of Delaware or stockholders of the Corporation unless the Certificate of Incorporation or these Bylaws so require.

CyberDefender Corporation Bylaws Page 8 of 23

In the discharge of any duty imposed or power conferred upon a director, including as a member of a committee, a director, may in good faith and with ordinary care, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (1) one or more officers or employees of the Corporation; (2) legal counsel, public accountants, investment bankers, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the Board of Directors of which the director is not a member.

A director is not relying in good faith within the meaning of this section if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.

2.           NUMBER AND ELECTION OF DIRECTORS

The number of directors shall be not less than three (3) or more than nine (9) provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Directors or by the stockholders.  No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.

At the first annual meeting of stockholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting.

3.           REMOVAL

Except as otherwise provided by the Delaware General Corporation Law, these Bylaws or the Certificate of Incorporation, at any meeting of stockholders called expressly for that purpose any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors, subject to any further restrictions on removal that may be contained in the Bylaws.  Whenever the holders of any class or series of shares or any such group are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, only the holders of shares of that class or series or group shall be entitled to vote for or against the removal of any director elected by the holders of shares of that class or series or group.

4.           RESIGNATION

A director may resign by providing notice in writing or by electronic transmission of such resignation to the Corporation.  The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice. Acceptance of the resignation shall not be required to make the resignation effective.

5.           VACANCIES AND INCREASE IN NUMBER OF DIRECTORS

Any vacancy occurring in the Board of Directors may be filled by election at an annual or special meeting of stockholders called for that purpose or may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

CyberDefender Corporation Bylaws Page 9 of 23

A directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of stockholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the stockholders.

Notwithstanding the above, whenever the holders of any class or series of shares or group of classes or series of shares are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series, or by such group, then in office, or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series or of such group, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Certificate of Incorporation.

6.           ANNUAL MEETING OF DIRECTORS

Immediately following each annual meeting of stockholders, the Board of Directors elected at such meeting shall hold an annual meeting at which they shall elect officers and transact such other business as shall come before the meeting. The time and place of the annual meeting of the Board of Directors may be changed by resolution of the Board of Directors.

7.           REGULAR MEETING OF DIRECTORS

Regular meetings of the Board of Directors may be held with or without notice at such time and place as may be from time to time determined by the Board of Directors.

8.           SPECIAL MEETINGS OF DIRECTORS

Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer or the President.  The Secretary shall call a special meeting of the Board of Directors whenever requested to do so by at least twenty-five percent (25%) of the members of the Board of Directors.  Such special meeting shall be held at the date and time specified in the notice of meeting.

9.           PLACE OF DIRECTORS' MEETINGS

All meetings of the Board of Directors shall be held either at the principal office of the Corporation or at such other place, either within or without the State of Delaware, as shall be specified in the notice of meeting or executed waiver of notice.

CyberDefender Corporation Bylaws Page 10 of 23

10.        NOTICE OF DIRECTORS' MEETINGS

Notice of special meetings of the Board of Directors may be served not less than twenty-four (24) hours before the date and time fixed for such meeting, by oral, written or electronic  communication stating the time and place thereof or if by mail not less than three days before the date fixed for such meeting. Any oral notice may be given to each member of the Board of Directors in person or by telephone to the member or to a person at the office or residence of the member who the person giving the notice has reason to believe will promptly communicate it to the member.  Any written or electronic notice shall be addressed to each member of the Board of Directors at his or her office or his or her address as it appears on the books of the Corporation.  No notice shall be required of a regular meeting if the time and place of such meetings are fixed by the Board of Directors.

In any case where all of the directors execute a waiver of notice of the time and place of meeting, no notice thereof shall be required, and any such meeting shall be held at the time and at the place specified in the waiver of notice.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the directors attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

On consent of a director, notice of the date, time, place, or purpose of a regular or special meeting of the Board of Directors may be given to the director by electronic transmission.  The director may specify the form of electronic transmission to be used to communicate notice.  The director may revoke this consent by written notice to the Corporation.  The director's consent is deemed to be revoked if the Corporation is unable to deliver by electronic transmission two consecutive notices and the Secretary of the Corporation or other person responsible for delivering the notice on behalf of the Corporation knows that the delivery of these two electronic transmissions was unsuccessful.  The inadvertent failure to treat the unsuccessful transmissions as a revocation of the director's consent does not invalidate a meeting or other action.  An affidavit of the Secretary or other agent of the Corporation that notice has been given by electronic transmission is, in the absence of fraud, prima facie evidence that the notice was given.  Notice under this section is deemed given when the notice is:  (1) transmitted to a facsimile number provided by the director for the purpose of receiving notice; (2) transmitted to an electronic mail address provided by the director for the purpose of receiving notice; (3) posted on an electronic network and a message is sent to the director at the address provided by the director for the purpose of alerting the director of a posting; or (4) communicated to the director by any other form of electronic transmission consented to by the director.

CyberDefender Corporation Bylaws Page 11 of 23

11.        QUORUM OF DIRECTORS

A majority of the number of directors fixed by, or in the manner provided in, the Certificate of Incorporation or these Bylaws shall constitute a quorum for the transaction of business unless a different number or portion is required by law or the Certificate of Incorporation or these Bylaws. In no case may the Corporation's Certificate of Incorporation or these Bylaws provide that less than one-half of the number of directors so fixed constitute a quorum.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Certificate of Incorporation or these Bylaws.

A director who has a direct or indirect interest in a matter to be voted on at a meeting of the Board of Directors may be counted in determining whether a quorum is present.

12.        COMPENSATION

Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

13.        UNANIMOUS WRITTEN CONSENT OF DIRECTORS OR COMMITTEE MEMBERS

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. An electronic transmission by a director consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purposes of this section if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission. Such consent shall have the same force and effect as a unanimous vote at a meeting.

14.        COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee.  Any such committee, to the extent provided in the resolution of the Board of Directors or in the Certificate of Incorporation or the Bylaws, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware General Corporation Law.

A majority of the number of committee members fixed by the Board of Directors shall constitute a quorum for the transaction of business by the Committee. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the Committee.

CyberDefender Corporation Bylaws Page 12 of 23

A committee member who has a direct or indirect interest in a matter to be voted on at a meeting of the Committee may be counted in determining whether a quorum is present.

No committee of the Board of Directors shall have the authority of the Board of Directors in reference to:

(1) amending the Certificate of Incorporation, except that a committee may, to the extent provided in the resolution designating that committee or in the Certificate of Incorporation or the Bylaws, exercise the authority of the Board of Directors vested in it in accordance with Section 141 of the Delaware General Corporation Law;

(2) approving a plan of merger, share exchange, or conversion of the Corporation;

(3) recommending to the stockholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business;

(4) recommending to the stockholders a voluntary dissolution of the Corporation or a revocation thereof;

(5) amending, altering, or repealing the Bylaws of the Corporation or adopting new Bylaws of the Corporation;

(6) filling vacancies in the Board of Directors;

(7) filling vacancies in or designating alternate members of any such committee;

(8) filling any directorship to be filled by reason of an increase in the number of directors;

(9) electing or removing officers of the Corporation or members or alternate members of any such committee;

(10) fixing the compensation of any member or alternate members of such committee; or

(11) altering or repealing any resolution of the Board of Directors that by its terms provides that it shall not be so amendable or repealable.

Unless the resolution designating a particular committee, the Certificate of Incorporation, or the Bylaws expressly so provide, no committee of the Board of Directors shall have the authority to authorize a distribution or to authorize the issuance of shares of the Corporation.

The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

CyberDefender Corporation Bylaws Page 13 of 23

Committees appointed by the Board of Directors may appoint Subcommittees to take the actions delegated to the Committee by the Board of Directors.

ARTICLE IV - OFFICERS

1.           OFFICERS

The officers of the Corporation shall be a Chief Executive Officer, a Secretary and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board, a Chairman of the Board, a President, a Chief Operating Officer, one or more Vice Presidents (who may be designated as executive or senior vice presidents as the Board of Directors may, from time to time, deem necessary), one or more Assistant Secretaries, one or more Assistant Financial Officers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person.

2.           APPOINTMENT

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of the Board of Directors, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be appointed.

3.           SUBORDINATE OFFICERS

The Board of Directors may appoint, and may empower the Chief Executive Officer or the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. Any officer appointed pursuant to this Section 3 may be removed, with or without cause, by the Board of Directors or any such officer upon whom the power of removal has been conferred by the Board of Directors at any time. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment.

4.           REMOVAL AND RESIGNATION.    

Any officer may be removed, either with or without cause, by the Board of Directors at any time. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment.

CyberDefender Corporation Bylaws Page 14 of 23

Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.           VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

6.           CHAIRMAN OF THE BOARD

The Chairman of the Board of Directors, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors.

7.           CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall be subject to the control of the Board of Directors and have general supervision, direction and control of the business and the officers of the corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and shall act as Chairman of the Board of Directors unless the Board of Directors has appointed a different person as Chairman.

8.           PRESIDENT; CHIEF OPERATING OFFICER

The President or the Chief Operating Officer has the general powers and duties of management usually vested in the office of president, general manager and chief operating officer of a corporation and such other powers and duties as may be prescribed by the Board of Directors. In the absence of the Chief Executive Officer, the President shall perform the duties required of the Chief Executive Officer under these Bylaws.

9.           VICE PRESIDENT

In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors.

CyberDefender Corporation Bylaws Page 15 of 23

10.           SECRETARY

The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board of Directors may order, a book of minutes of all meetings of stockholders, the Board of Directors and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board of Directors and committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive offices or business office.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders, of the Board of Directors and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

11.            CHIEF FINANCIAL OFFICER

The Chief Financial Officer is the principal financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Chief Executive Officer or as otherwise directed by the Board of Directors, shall render to the Chief Executive Officer or the President or directors, whenever they request it, an account of all transactions entered into as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

CyberDefender Corporation Bylaws Page 16 of 23

ARTICLE V - SHARES: STOCK CERTIFICATES, ISSUANCE, TRANSFER, ETC.

1.           CERTIFICATES OF STOCK

Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman and Chief Executive Officer, the President, or a Vice-President, and by the Chief Financial Officer or Treasurer or the Secretary or an Assistant Secretary of the Corporation, bearing the corporate seal or a facsimile thereof certifying the number of shares owned by him in the Corporation.

Where a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such Chairman and Chief Executive Officer, the President, or a Vice-President, and by the Chief Financial Officer or Treasurer or the Secretary or an Assistant Secretary may be facsimile.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.   

2.           LOST CERTIFICATES

The Secretary, Chief Financial Officer or Treasurer who has charge of the transfer and issuance of stock of the Corporation shall issue a new certificate or certificates in place of any certificate or certificates theretofore issued by the Corporation allegedly lost, upon the submission by the owner of such lost or destroyed certificate, or his legal representative, to the Corporation of a  bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

3.           TRANSFERS OF STOCK

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.           REGISTERED STOCKHOLDERS

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

CyberDefender Corporation Bylaws Page 17 of 23

5.           UNCERTIFICATED SHARES

The board of directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

ARTICLE VI - DIVIDEND AND DISTRIBUTIONS

1.           DECLARATION

The Board of Directors may declare at any annual, regular or special meeting of the Board of Directors and the Corporation may pay, dividends on the outstanding shares in cash, property or in the shares of the Corporation to the extent permitted by, and subject to the provisions of, the laws of the State of Delaware.

2.           RESERVES

The Board of Directors may by resolution, create a reserve or reserves out of the Corporation's surplus or designate or allocate any part or all of the Corporation's surplus in any manner for any proper purpose or purposes, including but not limited to creating a reserve fund to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the Corporation, and may increase, decrease, or abolish any such reserve, designation, or allocation in the same manner.

ARTICLE VII - INDEMNIFICATION AND INSURANCE

1.           RIGHT TO INDEMNIFICATION    

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 4 of this Article VII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

CyberDefender Corporation Bylaws Page 18 of 23

2.            INSURANCE

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense asserted against or incurred by such person in or arising from that capacity, or arising out of his or her status as such, whether or not the Corporation would otherwise have the power or the obligation to indemnify the person against such liability or expense. The Corporation shall not be obligated under these Bylaws to make any payment in connection with any claim made against any person if and to the extent that such person has actually received payment therefor under any insurance policy or policies.

3.            EXPENSES PAYABLE IN ADVANCE   

Expenses (including attorneys’ fees and expenses) incurred by a director or officer, or a former director or officer, in defending, investigating, preparing to defend, or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or claim against him or her in his her capacity as an officer or director of the Corporation, whether civil or criminal, shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim upon receipt by the Corporation of a request therefor and an undertaking by or on behalf of the director or officer, or former director or officer, to repay such amounts if it ultimately shall be determined by final judicial decision from which there is no further right of appeal that he or she is not entitled to be indemnified by the Corporation.

4.           CLAIMS    

If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Article VII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

5.           NONEXCLUSIVITY OF RIGHTS    

The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

CyberDefender Corporation Bylaws Page 19 of 23

6.           OTHER SOURCES    

The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

7.           AMENDMENT OR REPEAL    

Any repeal or modification of the provisions of this Article VII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

8.           OTHER INDEMNIFICATION AND ADVANCEMENT OF EXPENSES    

This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VIII - MISCELLANEOUS

1.           WAIVER OF NOTICE

Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the Delaware General Corporation Law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

2.           USE OF ELECTRONIC TRANSMISSION

The Corporation is authorized to use "electronic transmissions" as defined in the Delaware General Corporation Law to the full extent allowed by said Law, including, but not limited to the purposes of notices, proxies, waivers, resignations and any other purpose for which electronic transmissions are permitted.

"Electronic transmission" means a form of communication that:  (a) does not directly involve the physical transmission of paper; (b) creates a record that may be retained, retrieved, and reviewed by the recipient; and (c) may be directly reproduced in paper form by the recipient through an automated process.

CyberDefender Corporation Bylaws Page 20 of 23

3. MEETINGS BY TELEPHONE CONFERENCE OR OTHER REMOTE COMMUNICATIONS TECHNOLOGY

Subject to the provisions for notice required by these Bylaws and the Delaware General Corporation Law for notice of meetings, directors and stockholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.  Or, another suitable electronic communications system may be used including videoconferencing technology or the Internet, but only if each director or stockholder entitled to participate in the meeting consents to the meeting being held by means of that system and the system provides access to the meeting in a manner or using a method by which each director and stockholder participating in the meeting can communicate concurrently with each other participant.  Participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

4.           SEAL

The Corporation may adopt a corporate seal in such form as the Board of Directors may determine.  The Corporation shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Corporation.

5.           CHECKS, DRAFTS, ETC.

All checks, drafts or other instruments for payment of money or notes of the Corporation shall be signed by such officer or officers or such other person or persons as shall be determined from time to time by resolution of the Board of Directors.

6.           FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE IX - CONSTRUCTION

1.           PRONOUNS AND HEADINGS

All personal pronouns used in these Bylaws shall include the other gender whether used in masculine or feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate.  All headings herein are for convenience only and neither limit nor amplify the provisions of these Bylaws.

CyberDefender Corporation Bylaws Page 21 of 23

 

2.           INVALID PROVISIONS

If any one or more of the provisions of these Bylaws, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any such provision shall not be affected thereby.

3.           REFERENCES TO EXISTING STATUTES

References in these Bylaws to any existing statute also include any successor law to such statute.

ARTICLE X - AMENDMENT OF BYLAWS

The Board of Directors may amend or repeal these Bylaws, or adopt new Bylaws, unless the Certificate of Incorporation or the Delaware General Corporation Law reserves the power exclusively to the stockholders in whole or part, or the stockholders in amending, repealing, or adopting a particular bylaw expressly provide that the Board of Directors may not amend or repeal that bylaw.

CyberDefender Corporation Bylaws Page 22 of 23

Adopted by the Board of Directors on May 19, 2010

/s/ Kevin Harris

Kevin Harris, Secretary

ATTEST:

/s/ Gary Guseinov

Gary Guseinov, Chief Executive Officer

CyberDefender Corporation Bylaws Page 23 of 23

 

EX-5.1

RICHARDSON & PATEL LLP

10900 Wilshire Boulevard

Suite 500

Los Angeles, California 90024

Telephone (310) 208-1183

Facsimile (310) 208-1154

June 30, 2010

Board of Directors

CyberDefender Corporation

12121 Wilshire Boulevard, Suite 350

Los Angeles, California 90025

Re:	CyberDefender Corporation
	Registration Statement on Form S-3
	$40,000,000 Aggregate Offering Price of
	Securities of CyberDefender Corporation

Gentlemen:

We have acted as counsel for CyberDefender Corporation, a Delaware corporation (the “Company”), in connection with the filing on June 30, 2010, with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), pertaining to the registration of up to $40,000,000 in aggregate offering price of securities for sale from time to time.  This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Prospectus or any Prospectus Supplement (both as herein defined) other than as expressly stated herein with respect to the issuance of the Common Stock, the Preferred Stock, the Debt Securities and the Warrants to Purchase Common Stock or Preferred Stock (each as defined below).

We have reviewed a draft of the Registration Statement in the form in which it will be filed, which includes a base prospectus (the “Prospectus”).  The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”).  The Registration Statement registers the offering by the Company of (i) shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, (ii) one or more series of preferred stock, par value $0.001 per share (the “Preferred Stock”), of the Company, (iii) warrants to purchase either Common Stock or Preferred Stock of the Company (the “Warrants”), and (iv) one or more series of debt securities of the Company (the “Debt Securities”).  The Common Stock, Preferred Stock, Warrants and Debt Securities plus any additional Common Stock, Preferred Stock, Warrants or Debt Securities that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act in connection with the offering contemplated by the Registration Statement are collectively referred to herein as the “Securities.”  Any Debt Securities may be exchangeable for and/or convertible into shares of Common Stock or Preferred Stock or into other securities.  The Preferred Stock may also be exchangeable for and/or convertible into shares of Common Stock or another series of Preferred Stock or into other securities.

Board of Directors

CyberDefender Corporation

June 30, 2010

Page 2

We have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1.           When an issuance of Common Stock has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Registration Statement and/or the Prospectus and related Prospectus Supplement(s) and by such corporate action, such shares of Common Stock will be validly issued, fully paid and nonassessable.

2.           When a series of Preferred Stock has been duly established in accordance with the terms of the Company’s Certificate of Incorporation and authorized by all necessary corporate action of the Company, and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and/or the Prospectus and related Prospectus Supplement(s) and by such corporate action, such shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable.

3.           When a Warrant Agreement has been duly authorized by all necessary corporate action of the Company and duly executed and delivered, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and authorized by all necessary corporate action of the Company, and the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such Warrant Agreement and in the manner contemplated by the Registration Statement and/or the Prospectus and related Prospectus Supplement(s) and by such corporate action (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action), the Warrants will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Board of Directors

CyberDefender Corporation

June 30, 2010

Page 3

4.           When the specific terms of a particular Debt Security have been duly established and authorized by all necessary corporate action of the Company, and such Debt Security has been duly executed, issued and delivered in the manner contemplated by the Registration Statement and/or the Prospectus and related Prospectus Supplement(s) and by such corporate action, such Debt Security will be a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of any Debt Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) provisions purporting to make a guarantor primarily liable rather than as a surety, (o) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (p) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (q) any provision to the extent it requires that a claim with respect to the Debt Securities (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (r) the severability, if invalid, of provisions to the foregoing effect.

Board of Directors

CyberDefender Corporation

June 30, 2010

Page 4

With your consent, we have assumed (i) that each of the Debt Securities and Warrants (the “Documents”) will be governed by the laws of the State of New York or of Delaware, (ii) that each of the Documents will be duly authorized, executed and delivered by the parties thereto, (iii) that each of the Documents will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (iv) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

We bring your attention to the fact that Richardson & Patel LLP and certain of the attorneys in this firm who have rendered, and will continue to render, legal services to the Company hold securities of the Company immediately prior to the filing of the Registration Statement.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

/s/ Richardson & Patel LLP

RICHARDSON & PATEL LLP

EX-10.10

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the ___ day of May, 2010, by and between CyberDefender Corporation, a Delaware corporation (the “Corporation”), and ________________ (“Indemnitee”), a director and/or officer of the Corporation.

RECITALS

A.          It is essential to the Corporation to retain and attract as directors and officers of the Corporation the most capable persons available.

B.           Both the Corporation and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations generally.

C.           The Certificate of Incorporation and Bylaws of the Corporation require the Corporation to indemnify and advance expenses to its directors and officers to the fullest extent permitted under Delaware law, and Indemnitee will serve or has been serving and continues to serve as a director and/or officer of the Corporation in part in reliance on the Corporation’s Certificate of Incorporation and Bylaws.

D.           In recognition of Indemnitee’s need for (i) substantial protection against personal liability based on Indemnitee’s reliance on the aforesaid Certificate of Incorporation and Bylaws, (ii) specific contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the composition of the Corporation’s Board of Directors or acquisition transaction relating to the Corporation), and (iii) an inducement to provide effective services to the Corporation as a director and/or officer, the Corporation wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware law and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Corporation’s directors’ and officers’ liability insurance policies.

AGREEMENTS

NOW, THEREFORE, the Corporation and Indemnitee do hereby agree as follows:

1.           Agreement to Serve.  Indemnitee agrees to serve or continue to serve as a director and/or an officer of the Corporation for so long as he is duly elected or appointed or until such time as he tenders his resignation in writing.

- 1 -

2.           Definitions.  As used in this Agreement:

(a)           “Change in Control” means the occurrence of any of the following events after the date of this Agreement:

(i)           A change in the composition of the Board of Directors of the Corporation, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (1) had been directors of the Corporation twenty-four (24) months prior to such change or (2) were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the directors who had been directors of the Corporation 24 months prior to such change and who were still in office at the time of the election or nomination; or

(ii)          Any “person” (as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing thirty percent (30%) or more of the combined voting power of the Corporation’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Capital Stock”).

(b)           “Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c)           The term “Expenses” shall include, without limitation, expenses, costs and obligations, paid or incurred, of investigations, judicial or administrative proceedings or appeals, amounts paid in settlement by or on behalf of Indemnitee, reasonable attorneys' fees and disbursements and any expenses reasonably and actually incurred in establishing a right to indemnification under Section 8 of this Agreement including, without limitation, those incurred in investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend with respect to any claim, issue or matter relating thereto or in connection therewith, but shall not include the amount of judgments, fines or penalties against Indemnitee.

(d)           “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

- 2 -

(e)           The term “Proceeding” shall include any threatened, pending or completed action, suit, investigation or proceeding, and any appeal thereof, whether brought by or in the right of the Corporation or otherwise and whether civil, criminal, administrative or investigative, and/or any inquiry or investigation, in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Corporation, by reason of any action taken by him or of any inaction on his part while acting as such a director or officer, or by reason of the fact that he is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

(f)           References to “other enterprise” shall include employee benefit plans; references to "fines" shall include any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation or its subsidiaries which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.

3.           Indemnity in Third-Party Proceedings.  The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation, or, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful.

4.           Indemnitee in Proceedings by or in the Right of the Corporation.  The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation, except that no indemnification for Expenses shall be made under this Section 4 in respect of any Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.  Notwithstanding the foregoing, Indemnitee shall have no right to indemnification for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended.

- 3 -

5.           Indemnification Prohibited.  Notwithstanding the provisions of Sections 3 and 4, no indemnification shall be made in connection with any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

6.           Indemnification of Expenses of Successful Party.  Notwithstanding any other provision of this Agreement whatsoever, to the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense of any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses reasonably and actually incurred in connection therewith.

7.           Advances of Expenses.  The Corporation shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within five (5) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

8.           Procedure for Determination of Entitlement to Indemnification.

(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as defined in Section 2) shall have occurred, by Independent Counsel (as defined in Section 2) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as defined in Section 2), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Corporation; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within five (5) days after such determination.  Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any costs or expenses (including reasonable attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

- 4 -

(c)           In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c).  If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected.  If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected.  In either event, the Indemnitee or the Corporation, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.   If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.  If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof.  The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed.  Upon the due commencement of any judicial proceeding pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

- 5 -

9.           Presumptions and Effect of Certain Proceedings.

(a)           If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b)           If the person, persons or entity empowered or selected under Section 8 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 9(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 8(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Corporation of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat; or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement.

(c)           The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

- 6 -

10.         Notification and Defense of Claim.  Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement.  With respect to any Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

(a)           the Corporation will be entitled to participate therein at its own expense;

(b)           Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee.  After notice from the Corporation to Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below.  Indemnitee shall have the right to employ his or her own counsel in such Proceeding, but the Expenses associated with the employment of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the Expenses of Indemnitee’s separate counsel shall be at the expense of the Corporation.  The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

(c)           Provided there has been no Change of Control, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld.  The Corporation shall be permitted to settle any Proceeding except that it shall not settle any Proceeding in any manner that would impose any penalty, out-of-pocket liability, or limitation on Indemnitee without Indemnitee’s written consent.

11.         Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within ninety (90) days after receipt by the Corporation of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification of advancement of Expenses.

- 7 -

(b)           In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)           If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement.

(e)           In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types describe in the definition of Expenses in Section 2 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein.  If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement or expenses sought, the expenses incurred by Indemnitee in connection with judicial adjudication shall be appropriately prorated.

12.         Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)           Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify the Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute.  In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule that expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights, and the Corporation's obligations, under this Agreement.  In the event of any changes in any applicable law, statute, or rule that narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder.

- 8 -

(b)           The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate of Incorporation, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the laws of the State of Delaware, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(c)           To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation or of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(d)           In the event of any payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(e)           The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

13.         Duration of Agreement.  This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

14.         Exception to Right of Indemnification or Advancement of Expenses.  Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Corporation.

- 9 -

15.         Partial Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by him in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or penalties to which Indemnitee is entitled.  Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all claims, issues or matters relating in whole or in part to an indemnifiable event, occurrence or matter hereunder, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection with such defenses.

16.         Effect of Federal Law.  Both the Corporation and the Indemnitee acknowledge that in certain instances, federal law will override Delaware law and prohibit the Corporation from indemnifying its offices and directors.  For example, the Corporation and Indemnitee acknowledge that the Securities and Exchange Commission has taken the position that indemnification is not permissible for liabilities arising under certain federal securities law, and federal law prohibits indemnification for certain violations of the Employee Retirement Income Security Act of 1974, as amended.

17.         Saving Clause.  Nothing in this Agreement is intended to require or shall be construed as requiring the Corporation to do or fail to do any act in violation of applicable law.  The provisions of this Agreement (including any provision within a single section, paragraph or sentence) shall be severable in accordance with this Section 17.  If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines and penalties with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law, and this Agreement shall remain enforceable to the fullest extent permitted by law.

18.         Notice.  All notices, request, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed.

(a)          If to Indemnitee, to:

_____________________________

_____________________________

_____________________________

_____________________________

(b)          If to the Corporation to:

CyberDefender Corporation

617 West 7th Street, Suite 1000

Los Angeles, California 90017

Attn: Office of the Secretary

- 10 -

or such address as may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case may be.

19.         Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall constitute the original.

20.         Applicable Law.  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without giving effect to its rules of conflicts of laws.

21.         Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns (including any direct or indirect successors by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Corporation), spouses, heirs, and personal and legal representatives.  The Corporation shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Corporation, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

22.         Subsequent Instruments and Acts.  The parties hereto agree that they will execute any further instrument and perform any acts that may become necessary from time to time to carry out the terms of this Agreement.

23.         Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

24.         Notice by Indemnitee.  Indemnitee agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other documents relating to any Proceeding or matter which may be subject to Indemnification or advancement of Expenses covered hereunder.

25.         Miscellaneous.  Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

- 11 -

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed as of the day and year first above written.

CyberDefender Corporation,
a Delaware corporation
By:
	Gary Guseinov, Chief Executive Officer
INDEMNITEE:
Printed Name

- 12 -

EX-10.52

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2010 (the “Effective Date”), by and between CyberDefender Corporation, a California corporation (“Licensor”), and GR Match, LLC, a Delaware limited liability (“Licensee”). Licensor and Licensee may be referred to herein each individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Licensor is the owner of the CyberDefender line of antivirus and Internet security products and services, including updates, new versions or releases thereof and new products and/or services which may be developed and/or offered by Licensor from time to time;

WHEREAS, Licensor is the owner of the Trademarks (as defined below); and

WHEREAS, it is desired by both Parties that Licensee be permitted to use and exploit the Products (as defined below) and the Product IP (as defined below) related thereto and to advertise, market, promote, sell and distribute the Products via the applicable Channels in the Territory (each as defined below), as more specifically set forth below, in accordance with the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Definitions:

A.           “Affiliate” of a Person shall mean an individual, corporation, limited liability company, partnership, trust or other entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.

B.           “Applicable Laws” shall mean any applicable international, national, federal, state, local and municipal laws, rules, regulations, standards or orders.

C.           “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

D.           “Channels” shall mean those channels of distribution listed on Schedule A hereto.

E.           “Confidential Information” shall have the meaning set forth in Section 8.3.

1

F.           “Domestic Roll-Out Date” shall mean the earlier of (i) the date upon which the aggregate gross revenues, net of any returns, refunds and chargebacks, received by Licensee or its Affiliates from sales of the Products in the Domestic Territory exceeds One Million Dollars ($1,000,000.00) or (ii) the date that is eighteen (18) months following the date that Licensor has delivered to Licensee all information, code, packaging and insert materials and other materials reasonably necessary for Licensee and/or the Manufacturer (as defined below) to manufacture and/or reproduce the Products in tangible medium in the Domestic Territory, including, without limitation, (A) any programming or modification of the Products necessary or reasonably requested by Licensee to be able to port the Software to the media in which it will be distributed and for the Products to be able to be installed properly from such medium, (B) master gold copies of the Products, (C) fixes for errors or defects that prevent the production of the Products in a tangible medium, and (D) all technical data, specifications and other technical information relating to the Software which is reasonably requested by Licensee and/or the Manufacturer.

G.           “Domestic Territory” shall mean the United States of America as reflected on Schedule A attached hereto.

H.           “Foreign Country” shall have the meaning set forth in Section 4.5(b).

I.           “International Roll-Out Date” shall mean the earlier of (i) the date upon which the aggregate gross revenues, net of any returns, refunds and chargebacks, received by Licensee or its Affiliates from sales of the Products in theInternational Territory exceeds One Million Dollars ($1,000,000.00) or (ii) the date that is eighteen (18) months following the date upon which Licensor has, at Licensee’s request pursuant to Section 4.3 hereof, taken all commercially reasonable actions in order to facilitate the sale and use of the Products in at least three (3) countries (selected by Licensee in its sole discretion by delivering written notice to Licensor of such selections) in the International Territory in which Licensee will sell and/or distribute the Products, including, without limitation, (A) translating the Software and any tutorials, guides, instructions and other materials which are included with the Products to the local language in such three (3) countries, and (B) modifying, reprogramming and otherwise reconfiguring the Software to be compatible with the local legal, system and technical requirements of such three (3) countries, including, without limitation, reconfiguring each selling suitewhich is included in the Software to reflect Licensee as the merchant of record upon any renewal of an applicable Product.

J.           “International Territory” shall mean those territories listed under the heading “International Territory” as set forth on Schedule A attached hereto.

K.           “Licensee Materials” shall have the meaning set forth in Section 5.1.

L.           “Live Tech Services” shall mean Live Help Desk 24/7 technology support services (or variations thereof) or similar live technology support services.

M.           “Person” shall mean an individual, corporation, limited liability company, partnership, trust or other entity.

2

N.           “Product” or “Products” shall mean any individual product or services or the group of products or services developed, owned and/or controlled by Licensor or its Affiliates which comprise the CyberDefender line of antivirus and Internet security products or services (whether now existing or hereafter developed or acquired or offered), whether or not marketed, licensed or sold under the Trademarks, including, without limitation, CyberDefender Early Detection Center, CyberDefender Early Detection Center Family Pak, CyberDefender Registry Cleaner, CyberDefenderCOMPLETE, CyberDefenderPREMIUM, CyberDefenderULTIMATE, CyberDefender Identity Protection Services, MyIdentityDefender Toolbar, CyberDefenderFREE and Live Tech Services (subject to Sections 4.5(a) and (b) below) and including any private label branding or localized versions of any individual product, service or group of products, services which comprise the CyberDefender line of antivirus and Internet security products or services (whether now existing or hereafter developed or acquired or offered), including, without limitation, “MyCleanPC” and “DoubleMySpeed.”

O.           “Product IP” shall mean (i) all of the patents, proprietary information, copyrights, trademarks, trade dress, moral rights, design rights, and other intellectual or industrial property rights recognized or protectable anywhere in the world, whether now existing or hereafter created or arising, relating to or necessary for the manufacture, use, sale, export, import, marketing, reproduction, distribution, modification or display of any of the Products and/or their packaging, including, without limitation, the Trademarks, and those inventions described in the patent applications identified in Schedule B hereto; (ii) all software, websites, portals, manuals, instruction guides, FAQs, content and other tangible embodiments of or that comprise any of the Products; (iii) any Internet website domain names and URLs relating to markets in the International Territory(other than www.cyberdefender.com); and (iv) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter existing (including any intellectual property rights in any of the foregoing).

P.           “Royalty” shall have the meaning set forth in Section 2.1.

Q.           “Software” shall have the meaning set forth in Section 3.2.

R.           “Term” shall have the meaning set forth in Section 11.1.

S.           “Territory” shall mean the Domestic Territory and the International Territory, collectively.

T.           “Trademarks” shall mean all trademarks, service marks, brands, logos, slogans  and other symbols owned or controlled by Licensor or its Affiliates, whether at common law or registered and whether now existing or hereafter developed or used, (inclusive of any pending trademark applications and registrations owned or controlled by or licensed to Licensor or an Affiliate and used or usable with respect to any of the Products, including, without limitation, those trademarks set forth on Schedule C hereto.

Other capitalized terms used herein shall have the meanings ascribed to them in the applicable sections hereof unless specifically provided otherwise.

3

1.           Rights Granted and Enforcement.

1.1           Rights Granted.  Licensor hereby grants and conveys to Licensee a sole, exclusive, transferable (subject to Section 13.3) and sublicensable right and license, throughout the Term (including the Sell Off Period (as defined in Section 11.5)), directly or through others, to (a) advertise, promote, demonstrate, market, sell, lease, distribute, import, export and otherwise exploit (collectively, “Market”) the Products through or in any medium (subject to Section 8.2) (including CDs, DVDs, and other tangible storage medium now existing or hereinafter developed) via the applicable Channels in the Territory (including in a tangible medium through websites of Licensee’s distributors, sub-licensees, resellers or other partners (for example, the companion website of a home shopping channel or a retail store where the Products are being offered for sale), and (b) manufacture, have manufactured, reproduce, use, practice, and display all of the Product IP during the Term in connection therewith.  Without limiting the foregoing, the rights granted herein may be exercised by Licensee and its Affiliates and their respective distributors, sub-licensees, resellers, joint ventures, marketing and media partners, advertisers, contractors and other entities in the channels of trade, and their further sub-licensees, sub-distributors, sub-resellers, joint ventures, marketing and media partners, advertisers and contractors, and the successors and assigns of any of the foregoing, whether foreign or domestic.

1.2           Packaging Materials.  In connection with the rights granted in this Article 1 and without limitation of Section 1.1, Licensor hereby grants to Licensee the sublicensable and transferable (to the same extent as the rights in Section 1.1) right and license throughout the Term (including the Sell Off Period), directly or through others (including fulfillment houses, Channel partners and contractors), to (a) design, develop, brand and manufacture/reproduce the tangible media in which the Products may reside, (b) design, develop, brand and manufacture/reproduce the packaging (and appropriate packaging materials and inserts thereto) in which Products may be shipped or delivered, and (c) use, reproduce in any medium, brand, distribute, display, and create derivative works of any user guides, manuals, instructions, FAQs, packaging inserts and other materials and content developed or used or held for use by Licensor or its Affiliates in connection with the Products, in any language and form, for packaging and shipping the Products. Licensee shall have the discretion to sell and distribute the Products on a standalone basis, as a package or in bundles or multiples in the International Territory and may develop and use different or the same packaging for all or some of the Products, as deemed appropriate for the particular Channel of trade and/or Territory.

1.3           Enforcement of Rights.

  (a)           Licensor, upon becoming aware of any infringement or misappropriation of any Product IP or any actual or proposed activity by a third party in violation of or that contravenes the exclusive license rights granted to Licensee under this Agreement shall promptly notify Licensee in writing of such act.

  (b)           Promptly following Licensor’s becoming aware of any (i) actual or proposed activity by any Person that violates or would (if done or authorized by the Licensor) contravene or be inconsistent with an exclusive license right granted to Licensee under this Agreement, including any activities involving grey or counterfeit units of any Product in the Channels in the Territory (a “License Contravention Activity”) or (ii) actual or proposed infringement or misappropriation of any Product IP that is material or likely to adversely diminish the value of the Products or the exclusive license granted to Licensee hereunder (an “Infringement”), Licensor shall, at its sole cost and expense, promptly evaluate the License Contravention Activity or Infringement, as the case may be, with competent counsel and make a reasonable determination, based on counsel’s advice, as to whether it is desirable and prudent to make a demand or bring an action to stop the License Contravention Activity or Infringement.  Licensor shall, at its sole cost and expense, vigorously and diligently prosecute such License Contravention Activity or Infringement, as the case may be, with counsel reasonably satisfactory to Licensee and will have control of such action, including any compromise or settlement thereof; provided, however, that Licensor shall not settle any such action without the prior written consent of Licensee in the event such settlement would adversely affect, limit or conflict with the rights granted to Licensee hereunder or require Licensee to take or withhold from taking any action that is inconsistent with this Agreement or to pay any monies.  In any action by Licensor against any License Contravention Activity or Infringement, as the case may be, Licensee shall have the right to participate in (but not control) the prosecution of such action and to retain its own counsel at Licensee’s own expense.

4

(c)           Notwithstanding the foregoing, if Licensor fails to take action against a License Contravention Activity or Infringement, as the case may be, within thirty (30) days after Licensor’s becoming aware of the existence of such activity (whether by written notice from Licensee or otherwise) or Licensor otherwise fails to vigorously and diligently prosecute such action after it commences, then Licensee shall have the right to take action against such License Contravention Activity or Infringement, as the case may be, in Licensee’s name and/or on behalf of Licensor if Licensor is already a party to the action and, if Licensee elects to prosecute such action, shall have full control of the prosecution and resolution thereof, in which case Licensor shall reimburse Licensee for all reasonable costs and expenses incurred by Licensee in connection with pursuing such action net of any damage awards and recoveries actually made by the Licensee from the action.  To the extent necessary in connection with the previous sentence, Licensor hereby grants to Licensee the right to make demands and bring actions to mitigate and/or curtail a License Contravention Activity or Infringement, as the case may be.

(d)           At the request and expense of the Party taking action against a License Contravention Activity or Infringement, as the case may be, the other Party agrees to provide the requesting Party with all necessary assistance and cooperation that the requesting Party reasonably requests.  The Party that brings an action against the License Contravention Activity or Infringement, as the case may be, shall be entitled to retain any and all monetary awards obtained as a result of such action, including any damages and attorneys’ fees.  In the event the Parties jointly pursue any Infringement, all monetary awards obtained as a result of such action, including any damages and attorneys’ fees, shall first be applied to cover each Party’s costs and expenses incurred in connection with such action, and the balance of such monetary awards shall be split evenly between the Parties.

5

2.           Compensation.

2.1           Royalty.  Licensee shall pay to Licensor a royalty (the “Royalty”) in the amount set forth on Schedule D attached hereto for (i) each annual subscription and (ii) each renewal of an annual subscription (to the extent such renewal is purchased from Licensee (or its sub-licensees or distributors)) of an applicable Product which is purchased, or renewed, as the case may be, by an end user from Licensee (or its sub-licensees or distributors) in the Domestic Territory or the International Territory, as the case may be.  Licensee shall not be required to pay a Royalty to Licensor in connection with Licensee’s (or its sub-licensees or distributors) sale of any Products which are not set forth on Schedule D attached hereto.  Notwithstanding the foregoing, in the event Licensor incurs substantial out-of-pocket third party expenses in connection with creating or developing any Product which is significantly different than Licensor’s current line of Products or an enhancement or new version of any current Product with respect to which a Royalty is payable hereunder, the Parties agree to negotiate in good faith to determine the amount of the Royalty payable by Licensee hereunder in connection with its Marketing of such new Product or any appropriate modification of the Royalty payable with respect to any current Product.  There shall only be one Royalty per Product.  No Royalty shall be owed for any Product which is returned or for which a refund or chargeback is made. If a Royalty has been paid for any such Product that has been returned or for which a refund or chargeback is made, a credit for the amount of such paid royalties shall be applied against future Royalties payable by Licensee. Except as provided in Section 2.2, there is no guarantee of the quantity of Products that may be sold or the amount of Royalties that may be paid by Licensee to Licensor under this Agreement.  Licensee shall have the sole discretion to determine the price at which Products are licensed, sold or distributed pursuant to this Agreement.

2.2           Annual Advances.  From and after thethirty-six (36) month anniversary of the earlier of the Domestic Roll-Out Date or the International Roll-Out Date (the “Anniversary Date”), unless this Agreement is earlier terminated in accordance with Articles 10 or 11, Licensee shall pay to Licensor a non-refundable annual advance in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) by wire transfer to a bank account designated by Licensor, with each annual advance being applied against any future Royalties payable to Licensor (whether during the year that the Annual Advance is paid or any subsequent year) (each, an “Annual Advance” and, collectively, the “Annual Advances”) and which shall be due and payable to Licensor within ten (10) Business Days following the beginning of each calendar year, with the initial Annual Advance due and payable to Licensor within ten (10) Business Days following the Anniversary Date.  If the Anniversary Date does not fall on January 1 of an applicable year, the amount of the initial Annual Advance shall be prorated based on the number of days then remaining in the applicable year.  In the event Licensee fails to timely pay any Annual Advance (subject to a thirty (30) day cure period after receipt of written notice of payment past due from Licensor), Licensor may elect, at Licensor’s option at any time prior to one hundred eighty (180) days following the expiration of such cure period, and upon at least sixty (60) days prior written notice to Licensee, as Licensor’s sole and exclusive remedy, to cause the license granted in Section 1.1 of this Agreement to convert from an exclusive license to a non-exclusive license for the Channels in the Territory.

2.3           Payment of Royalty.  Licensee shall pay Royalty payments (other than Annual Advances, which shall be paid in accordance with Section 2.2) to Licensor on a quarterly basis based on calendar quarters, in arrears, no later than thirty (30) days following the end of the applicable quarter (each, a “Royalty Payment”).  Each Royalty Payment shall be calculated based on the number of annual subscriptions (including renewals, if applicable) of an applicable Product which end users purchased from Licensee (or its sub-licensees or distributors (subject to the last sentence of this Section 2.3)) during the previous quarter, less (i) any unapplied Annual Advances; and (ii) Localization Reimbursement Payments (as defined in Section 4.3) (solely with respect to Royalties payable from sales of the Products in the International Territory), and net of any returns, refunds and chargebacks.  Simultaneously with Licensee’s delivery of each Royalty Payment Licensee shall deliver to Licensor a reasonably detailed accounting statement showing (x) Licensee’s calculation of the Royalty Payment for such quarter and (y) until the Domestic Roll Out Date or the International Roll Out Date, as the case may be, occurs, the aggregate gross revenues, net of any returns, refunds and chargebacks, received by Licensee or its Affiliatesfrom sales of the Products in each of the Domestic Territory and theInternational Territory, respectively(each, a “Royalty Statement”).  For purposes of calculating the amount of a Royalty Payment, a Product which end users purchase from Licensee’s sub-licensees or distributors shall be deemed to have been purchased by the end user on the date which Licensee actually receives its applicable royalty from the applicable sub-licensee or distributor for the applicable sale of the Product.

6

2.4           Royalty Examination.  At any time within six (6) monthsafter receiving an applicable Royalty Statement, Licensor shall have the right, upon at least thirty (30) days prior written notice to Licensee, which notice shall specify the particular Royalty Statement(s) which will be examined (a “Royalty Examination Notice”), to audit the accuracy and completeness of the Royalty Payments reflected in such Royalty Statement(s) by examining the books and records of Licensee held in connection with Licensee’s business related to the advertising, marketing, license, sale and distribution of the Products covered by such Royalty Statement(s) (but no more than twice each calendar year). Any such audit shall be conducted at Licensor’s sole cost and expense during normal business hours at the place where such books and records are maintained and Licensor shall use reasonable efforts to minimize the interference with Licensee’s business operations.  All information obtained and materials reviewed during any such audit shall be treated as Confidential Information of Licensee and shall not be disclosed by Licensor for any purpose or used for any purpose other than collecting the accurate amount of Royalties under this Agreement.  If Licensor does not deliver a Royalty Examination Notice with respect to a Royalty Statement within six (6) monthsafter Licensor’s receipt of such Royalty Statement, such Royalty Statement will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties.  Any claim by Licensor that it has been underpaid or any claim by Licensee that it has overpaid Royalty Payments due under this Agreement shall not be deemed a breach of this Agreement and both parties agree to resolve any dispute in connection with the calculation of the Royalty Payments in accordance with Section 13.8 below.  Notwithstanding anything herein to the contrary, if any such audit reveals a deficiency in any amounts due to Licensor hereunder which is not disputed by Licensee, Licensee will be invoiced for such underpaid amounts in effect at the time the audit is completed, and Licensee shall pay such underpaid amounts within thirty (30) days following receipt of such invoice.  If any such audit reveals an overpayment in any amounts due to Licensor hereunder which is not disputed by Licensor, the amount of such overpayment shall be deducted against future Royalty Payments payable by Licensee to Licensor.  If the underpaid Royalties revealed from any Royalty examination shall exceed five percent (5%) of the aggregate Royalty Payments actually paid with respect to the examined Royalty Statements, then Licensee shall also pay Licensor’s reasonable out-of-pocket costs of conducting the audit (excluding any travel and/or accommodations expense incurred by Licensee or its representative in connection therewith).

3.           Obligations of Licensee.

3.1           Marketing by Licensee. Except as expressly set forth in this Agreement, Licensee shall Market the Products, in its discretion, via the Channels in the Territory at Licensee’s sole expense for such efforts. Licensee will be solely responsible during the Term of this Agreement for managing, directly or through the use of agents or contractors, all aspects associated with the implementation of the marketing plan relating to the Products via the Channels in the Territory, the relationship with Channel partners, and the renewal of any subscriptions for any Products sold, licensed or distributed pursuant to this Agreement, including any Products for which a Royalty was paid or is owed under this Agreement.

7

3.2           Software.  Except as otherwise provided herein, Licensee shall not intentionally modify, translate, reverse engineer, decompile, or disassemble the software which is included in the Product IP (the “Software”), create a derivative work of the Software or remove or alter any proprietary notices or labels in the Software.  Notwithstanding the foregoing, Licensee may, directly or through others, make changes to the Software in connection with Licensee’s sale, license, distribution, import and/or export of the Products in the Territory to the extent required to implement private labeling, comply with Applicable Laws or add legends, notices and other markings that may be required by law.

3.3           Legal Compliance.   Licensee shall be and remain solely responsible to ensure that all claims made in the Licensee Materials (as defined below) (except for any claims or information contained in any materials which Licensor provides to Licensee for use in the Licensee Materials, which shall be the responsibility of Licensor as provided in Section 4.11) are properly substantiated and each of the Licensee Materials otherwise complies with all Applicable Laws relating to the advertisement and sale of the Products.   

3.4           International Territory Compliance.  Subject to Licensor’s satisfaction of its localization obligations for the Products in each market in the International Territory, Licensee shall, at its sole expense prepare and make all required or appropriate submissions for governmental, regulatory and any other applicable licenses and approvals in connection with Licensee’s Marketing of the Products via the applicable Channels in each applicable country or other applicable jurisdiction in the International Territory.  Licensor shall use its best efforts provide Licensee with copies of any and all information and documents necessary to make all regulatory submissions for regulatory approvals of the Products in each applicable country or other applicable jurisdiction in the International Territory and shall otherwise cooperate with Licensee as reasonably requested by Licensee in connection therewith.

8

4.           Obligations of Licensor.

4.1           Substantiation. Licensor warrants that it has previously provided to Licensee all existing written substantiation of any and all Product claims relating to the Products that are known and available to Licensor and any and all test results on the Products performed prior to the date hereof by or on behalf of Licensor. Licensor agrees to provide to Licensee with additional written substantiation, and test results, if any, which are subsequently compiled or developed by or on behalf of Licensor during the Term with respect to any of the Products, or which are required in order to be able to Market any of the Product in the International Territory. Licensee shall have the right, but not the obligation, to conduct independent tests to evaluate the performance and quality of the Products at Licensee’s sole expense and, if requested by Licensee, Licensor agrees to cooperate in such efforts. Licensor will diligently collaborate with and provide information to Licensee in the event Licensee or one of its Channel partners, distributors or sub-licensees becomes the subject of a governmental investigation or proceeding, and will if desirable to resolve the matter (as reasonably requested by Licensee), make marketing, programming or functional changes to the Products or documentation in question. Further, Licensor agrees to cooperate with Licensee in the filing of such customs certifications, declarations or authorizations that may be required in any Territory for the export or import of the Products pursuant to this Agreement.

4.2           Cooperation by Licensor.  Licensor shall diligently cooperate with Licensee, as Licensee may reasonably request, in connection with the manufacture and/or reproduction of the Products and related packaging and insert materials by Licensee or its designated contractor or manufacturer(s)/reproducer  of the Products and the packaging or materials (each such entity, a “Manufacturer”), and/or any programming or modification of the Products desirable or necessary to be able to port the Software to the media in which it will be distributed and for the Products to be able to be installed properly from such medium and perform in the manner contemplated by the Product documentation and specifications. Licensor will provide Licensee or the Manufacturer with all information, code and materials reasonably necessary for such activities described above  to allow for timely and quality production of such Products, including, without limitation, delivery of master gold copies of the Products, fixes for errors or defects that prevent the production of the Products in a tangible medium, technical data, specifications and other technical information relating to the Software, provided that the Manufacturer has entered into a confidentiality agreement relating to the non-disclosure of such information on terms substantially similar to those manufacturing and/or development agreements which Licensee typically requires for the manufacture or development of products which are similar in nature to the Products. Licensor shall notify Licensee in writing of the product development path for the Products, describing the proposed development and release cycle for upgrades, new versions and new products, and including not less than ninety (90) days prior written notice of any intention to declare a Product obsolete or unsupported.  Licensor will to the extent feasible or practical involve Licensee or its Channel partners in the testing of beta versions of Products, and will provide to Licensee all upgrades, new versions and new releases of the Products promptly upon completion of the production versions.

9

4.3           Localization of Products.

  (a)           It is contemplated that Licensee, directly or through its agents and contractors, may need to localize the Products and related materials and branding to comport with the language, laws and/or customs of the International Territory. For that purpose, Licensor agrees, not later than thirty (30) days following request by Licensee, to take all commercially reasonable actions in order to facilitate the sale and use of the Products in the requested local market in the International Territory, including, without limitation, (i) translating the Software and any tutorials, guides, instructions and other materials which are included with the Products to the local language of any jurisdictions in which Licensee will sell and/or distribute the Products, (ii) modifying, reprogramming or otherwise reconfiguring the Software to be compatible with the local legal, system and technical requirements of such jurisdictions, including, without limitation, reconfiguring each selling suitewhich is included in the Software to reflect Licensee as the merchant of record upon any renewal of an applicable Product, and (iii) assist with the creation of advertising and promotional materials for Products to be distributed in the International Territory.

  (b)           Prior to incurring any costs or expenses in connection with the localization of any Products with respect to an applicable local market, Licensor shall deliver to Licensee a budget which sets forth in reasonable detail the expected third party costs of localizing the Products in such local market, which budget shall be subject to Licensee’s written approval.  The budget may be modified with Licensee’s prior written approval (which shall not be unreasonably withheld).  Licensee shall reimburse Licensor for the actual third party costs incurred by Licensor, up to the amounts set forth in the applicable Licensee approved budget, in connection with such localization of the Products in each applicable local market within thirty (30) days of Licensee’s receipt of a reasonably detailed invoice (including receipts or other written evidence of any applicable third party costs incurred by Licensor) (“Localization Reimbursement Payments”).  Notwithstanding the foregoing, in no event shall Licensee be obligated to reimburse Licensor for any localization expenses in excess of the following applicable limitations:  (i) for localization of any Products using the English language, Fifty Thousand Dollars ($50,000.00) per each  country in the International Territory (any such country, a “Foreign Country”); (ii) for localization of any Products using German or into any language derived from Latin (e.g. Romance languages), One Hundred Thousand Dollars ($100,000.00) per Foreign Country; and (iii) for localization using any other language other than the languages specified in clauses (i) and (ii), One Hundred Fifty Thousand Dollars ($150,000.00) per Foreign Country.  If a Product needs to be localized in a country where more than one language is spoken, then Licensee shall reimburse Licensor up to the amount of the higher reimbursement limitation for the localization expenses for the applicable languages.  For example, if a Product requires localization using both English and French in Canada, the maximum reimbursement to be paid by Licensee is One Hundred Thousand Dollars ($100,000.00).

  (c)           Subject to the reimbursement limitations set forth in Section 4.3(b) above, fifty percent (50%) of all Localization Reimbursement Payments shall be treated as advances by Licensee which shall be applied against any future Royalties payable to Licensor (whether during the year that the applicable Localization Reimbursement Payment is paid or any subsequent year) with respect to sales of the Product in the International Territory.  In addition to the foregoing, if Licensor exercises its right to buy-back and terminate the rights granted to Licensee hereunder pursuant to Section 10 hereof, then an amount equal to (i) the entire amount of Localization Reimbursement Payments paid by Licensee to Licensor for all Foreign Countries from and after the date which is six (6) months prior to the date of Licensor’s delivery of the Buy-Out Notice (defined below), less (ii) any Localization Reimbursement Payments during such period which have been previously applied against Royalties payable by Licensee to Licensor (collectively, “Unapplied Localization Reimbursement Expenses”), will be added to the Buy-Out Price (defined below) and shall be paid by Licensor to Licensee at the Licensor Buy-Out Closing (defined below) in addition to the Buy-Out Price.

10

4.4           Notification.  Licensor shall promptly notify Licensee in writing if Licensor becomes aware of any material defects in the Products (including failure of the Products to comply with any Applicable Laws), including a plan for resolving such defects.  Additionally, Licensee shall promptly notify Licensor in writing if Licensee becomes aware of any material defects in the Products (including failure of the Products to comply with any Applicable Laws).

4.5           Customer Service.

  (a)           Licensor shall provide customer service and all product and technical support services (Tier 1, Tier 2 and, if applicable, Tier 3 support) which are included as part of an applicable Product, at Licensor’s sole cost and expense, for each customer who purchases a Product from Licensee (or its sub-licensees or distributors) via the applicable Channels (each, a “Licensee Customer”) in the Domestic Territory, and Licensor shall cooperate with Licensee as reasonably requested by Licensee to establish such customer service capabilities.  Licensor  shall have the exclusive right to promote, offer to sell and sell, or cause a third party designated by Licensor in its sole and absolute discretion to promote, offer to sell and sell, Live Tech Services to each Licensee Customer who purchases a Product in the Domestic Territory, and Licensor (or its designee) shall be entitled to retain the entire amount of any revenues earned in connection with the provision or sale of such Live Tech Services.

  (b)           With respect to each Foreign Country in which Licensee Markets the Products, Licensee shall determine in its sole discretion the terms and conditions on which Licensee or one or more third parties designated by Licensee (which may include Licensor as provided below) (each, a “Licensee Designated Customer Service Provider”) shall provide, on terms and conditions satisfactory to Licensee and such Licensee Designated Customer Service Provider, customer service, technical and product support services and Live Tech Services for each Licensee Customer who purchases a Product in such Foreign Country via the applicable Channels.  If Licensee elects to Market Products in an applicable Foreign Country, Licensee shall first offer to engage Licensor as the Licensee Designated Customer Service Provider for such Foreign Country by delivering a written request for services proposal to Licensor requesting Licensor to provide Licensee Customers with customer service, technical and product support services and Live Tech Services as specified by Licensee in such request for services proposal (an “Offer Notice”).  The Offer Notice shall state in reasonably specific detail the type of service, support and other parameters Licensee desires Licensor to provide.  Licensor shall indicate its desire to provide those services requested by Licensee in the Offer Notice and to be engaged as the Licensee Designated Customer Service Provider for the applicable Foreign Country, subject to terms and conditions which will be mutually agreed upon by Licensor and Licensee, by delivering written notice of the same not later than ten (10) Business Days following Licensor’s receipt of the Offer Notice (the “Licensor Acceptance Period”).  If Licensor has notified Licensee of its desire to be engaged as the Licensee Designated Customer Service Provider for the applicable Foreign Country prior to the expiration of the Licensor Acceptance Period, the Parties shall negotiate in good faith to enter into a customer service or similar agreement on terms and conditions mutually acceptable to the Parties with respect to the customer service, technical and product support services and Live Tech Services requested by Licensee in the applicable Foreign Country (a “Service Agreement”).  In the event the Parties enter into such Service Agreement within the thirty (30) day period, Licensor shall, no later than sixty (60) days following the expiration of the Licensor Acceptance Period or such other date agreed to by Licensor and Licensee in the Service Agreement, commence providing such agreed upon customer service and all product and technical support services (including Tier 1, Tier 2 and, if applicable, Tier 3 support) which are included as part the services under the Service Agreement.  In the event of a termination of a Service Agreement for which Licensor is the Licensee Designated Customer Service Provider for an applicable Foreign Country, Licensor shall cooperate with Licensee as reasonably requested by Licensee in transitioning to the applicable replacement Licensee Designated Customer Service Provider for such Foreign Country.

11

  (c)           If Licensor does not notify Licensee of its desire to be the Licensee Designated Customer Service Provider in a Foreign Country prior to the expiration of an applicable Licensor Acceptance Period or if the Parties fail to enter into a mutually acceptable Service Agreement for an applicable Foreign Country within the time specified in Section 4.5(b), (i) Licensee shall have the right, in its sole discretion, to designate itself or any other Person as the Licensee Designated Customer Service Provider for such Foreign Country, and (ii) Licensee, or its designee, shall have the exclusive right to promote, offer to sell and sell, or cause a third party designated by Licensee in its sole and absolute discretion to promote, offer to sell and sell, Live Tech Services to each Licensee Customer who purchases a Product (other than solely Live Tech Services) in such Foreign Country.  Licensee shall not have the right to offer solely Live Tech Services to a Licensee Customer within a Foreign Country unless Licensee (i) had initially Marketed Products (other than Live Tech Services) to such Licensee Customer or (ii) first offers Licensor the right to provide such services in accordance with the terms of Section 4.5(b) above.  Any Licensee Designated Customer Service Provider in one Foreign Country may be designated by Licensee as a Licensee Designated Customer Service Provider in one or more other Foreign Countries subject to the right of first offer to Licensor as provided in Section 4.5(b).

  (d)           Licensor shall use its best efforts to cause its employees, agents and representatives to provide any customer service, technical and product support services and/or Live Tech Services which Licensor’s employees, agents and representatives provide to any Licensee Customers in substantially the same manner as the customer service, technical and product support and/or Live Tech Services, as the case may be, which is offered to all other customers of Licensor and in all events consistent with best industry practices.  Licensor agrees that all customer service, technical and product support functions, and Live Tech Services provided by Licensor’s employees, agents or representatives to Licensee Customers will be performed in a professional manner consistent with industry standards and that all Licensor personnel engaged in fulfilling its customer service technical and product support obligations will possess sufficient qualifications and professional competency and experience to carry out the applicable services provided by such personnel in accordance with the foregoing standards and the terms and conditions of this Agreement.  Licensee shall have the right to monitor the customer service, product and technical support and Live Tech Services provided by Licensor and conduct quality control assessments of Licensee’s customer service, product and technical support and Live Tech Services from time to time, provided that Licensee shall use reasonable efforts to minimize the interference with Licensor’s business operations in the performance of such monitoring.

12

  (e)           Upon the reasonable request of Licensee, for no additional consideration, Licensor shall provide training to Licensee or its designee’s customer service and/or technical and product support personnel who may from time to time provide customer service with respect to any Products which are sold to Licensee Customers in the International Territory.

  (f)           Licensor shall use its best efforts to prevent its employees, agents,  representatives and designees who provide customer service, technical and product support and/or Live Tech Services to Licensee Customers from time to time from incentivizing or otherwise causing Licensee Customers from cancelling or returning any applicable Products which they have purchased from Licensee (or its sub-licensees or distributors) or otherwise attempting to circumvent or deny any customer’s purchase or renewal of any Products from Licensee (or its sub-licensees or distributors); provided, however, that nothing in this Section 4.5(f) shall be deemed to permit or require Licensor or its employees, agents and representatives to violate Applicable Law.  Subject to the preceding sentence, Licensor shall have the exclusive right to renew subscriptions for Products originally sold to Licensee Customers in the Domestic Territory.  Licensee shall have the exclusive right to renew subscriptions for Products originally sold to Licensee Customers in the International Territory.

  (g)           Licensee shall have the right, upon at least thirty (30) days prior written notice to Licensee (but no more than twice each year), to audit the books, records, call logs and call recordings of Licensor relating to Product orders, renewals and cancellations by Licensee Customers to review whether any Licensee Customers who have cancelled (or not renewed, solely with respect to the sales in the International Territory) their orders for Products have subsequently purchased Products directly from Licensor (or its licensees or distributors other than Licensee).  Licensee shall conduct any such audit during normal business hours and shall use reasonable efforts to minimize the interference with Licensor’s business operations.  If any such audit reveals more than a de minimus number of Licensee Customers who have cancelled (or not renewed, solely with respect to the sales in the International Territory) their orders for Products and have subsequently purchased Products directly from Licensor (or its licensees or distributors other than Licensee), then, in addition to any other remedies available to Licensee, Licensee may offset Licensee’s reasonable out-of-pocket costs of conducting the audit (excluding any travel and/or accommodations expense incurred by Licensee or its representative in connection therewith) against any Royalty Payments due to Licensor with respect to sales in the International Territory.

4.6           Customer Inquiries/Complaints.  If Licensor receives any correspondence or inquiry from any Licensee Customer regarding any Product, customer service or technical support complaints, Licensor shall promptly notify Licensee of such correspondence or inquiry (including the details thereof) and deliver a copy of any written correspondence to Licensee no later than five (5) days following the Licensor’s receipt of such correspondence.  All information contained in any correspondence from any Person relating to any Products which are sold to a Licensee Customer shall be considered Confidential Information subject to the provisions of Section 8.3 below.

13

4.7           Software Maintenance and Updates.  Licensor shall notify each Licensee Customer of all applicable malware threats and alerts and provide each Licensee Customer with all Software maintenance releases, upgrades, updates, new releases and enhancements for any Products purchased by such Licensee Customer, each on the same basis as such updates, alerts, notices and other services are provided to Licensor’s other customers during the entire term (including renewals thereof) of such Licensee Customer’s subscription for such Product.  Not later than thirty (30) days following the end of each calendar quarter, Licensor shall deliver to Licensee a list which sets forth in reasonable detail all malware threats and alerts and Product maintenance releases, upgrades, updates, versions and enhancements which have been provided to each Licensee Customer during the preceding quarter.

4.8           Trademarks.  Licensor shall provide “on-file authority” to Licensee and make all necessary registered user filings for Licensee to use the Trademarks in any jurisdiction where such authority is necessary or desirable for Licensee and its designated third parties to exercise the rights granted under this Agreement. Licensee shall have the right to seek trademark registration in the jurisdictions in the International Territory where Licensee will Market the Products (and shall have the right to file all necessary declarations and affidavits in order to maintain in effect the registrations for trademarks that may be issued in the International Territory), and Licensor shall cooperate with Licensee as reasonably requested by Licensee in connection therewith (including executing, delivering and filing any necessary powers of attorney, forms, agreements, authorizations or other documents).  Licensor shall promptly file all necessary declarations and affidavits in order to maintain in effect the registrations for Trademarks that have been issued in the Domestic Territory.  In the event Licensor fails to file any documents or pay any amounts necessary to maintain such Trademarks when due, Licensee shall have the right to pay such amounts and file such documents on behalf of and for the account of Licensor, and Licensor shall, within three (3) Business Days of Licensee’s request, execute and deliver to Licensee or its designee any powers of attorney, forms, agreements, authorizations or other documents which are necessary in order for Licensee to pay such amounts and/or file such documents on Licensor’s behalf.  All costs or expenses actually incurred by Licensee in connection with (i) Licensee’s registration of trademarks relating to the Products in jurisdictions in the International Territory (and maintenance thereof) and (ii) Licensee’s actions on behalf of Licensor with respect to Trademarks registered in the Domestic Territory shall be credited against future Royalties payable by Licensee under this Agreement. In connection with the rights granted herein, Licensor hereby grants and licenses to Licensee, during the Term, the right to use any trademarks subsequently issued, owned or prosecuted in connection with the Products by Licensor for no additional consideration under the terms and conditions of this Agreement.

4.9           Patents.  Licensor or an Affiliate has applied for those patent applications identified in Schedule B hereto for patent protection of aspects of the Products or improvements thereof and shall take all reasonable steps to complete the patent prosecution process so as to result in the maximum patent protection available for the Products in the United States and in those jurisdictions outside the United States in which Licensee intends to market and sell the Products. At all times Licensor shall own and retain ownership of such patents that issue, and all pending patent applications sought by Licensor. In connection with the rights granted herein, Licensor hereby grants and licenses to Licensee, during the Term, the right to use any patents subsequently issued, owned or prosecuted in connection with the Products by Licensor or its Affiliates for no additional consideration in connection with the rights granted to Licensee on the terms and conditions set forth in this Agreement.  To the extent that Licensor or an Affiliate includes patent markings in Software or related materials provided to Licensee, Licensor covenants and agrees that such patent markings will be accurate and current and, if a patent lapses or does not issue, a copy of the Product or the material with no notice or an updated notice shall be promptly provided to Licensee.

14

4.10           Cooperation upon Bankruptcy or Cessation of Business.  Licensor shall use, and cause its representatives and Affiliates to use, best efforts to make all necessary arrangements and take all required actions to permit Licensee to retain all rights licensed hereunder with respect to the Products and the Product IP in the event that Licensor (i) fails to provide customer and technical support for the Products at a level and in a manner at least comparable to the manner and level of such services as provided by Licensor to its customers as of the date of this Agreement (which failure is due to a material deterioration in Licensor’s business or operations as reasonably determined by Licensee and which failure is not cured within thirty (30) days following written notice from Licensee which sets forth in reasonable detail such deficiencies), (ii) is dissolved or liquidated, (iii) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law, (iv) is subject to an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to Licensor and an order for relief entered or such proceeding has not be dismissed or discharged within sixty (60) days of commencement, (v) has made an assignment for the benefit of creditors, or (vi)otherwise ceases to conduct business during the Term (each, an “Extraordinary Event”).  Without limitation of the foregoing, Licensor covenants and agrees that:

  (a)          this Agreement involves intellectual property rights and Licensee shall be entitled to all benefits and protections afforded by Section 365(n) of the Bankruptcy Code and any successor or similar statutes, including the right to elect to retain the rights under this Agreement and to receive, without additional cost, a licensed copy of all embodiments of the Products (but subject to any restrictions on Licensor’s right to disclose any such embodiments which are not proprietary to Licensor), such as source code for the Software (including current and all other versions still supported for each Product), instructions for compiling the code, technical information sufficient to allow a reasonably trained programmer to understand, manipulate, support, maintain and modify the Software, and a list of tools and third party software required to operate, use, support or manipulate the Software (collectively, the “Product Materials”);

  (b)           with respect to subsection (a) above, the rights to Trademarks granted hereunder shall be deemed severable in connection with the application of Section 365(n) to the extent trademark rights hereunder are not within the purview of such section;

  (c)           upon the occurrence of an Extraordinary Event, Licensee shall be entitled to receive not later than ten (10) days of written request, a full copy of the Product Materials;

  (d)           Licensor will, upon Licensee’s request and at Licensee’s expense for third party escrow fees, deposit the Product Materials in a third party escrow arrangement for release to Licensee upon the occurrence of an Extraordinary Event, and will update such Product Materials twice each year with updated Software and documentation;

15

  (e)           Product Materials received by Licensee pursuant to Sections 4.10(a) and (c) shall be used by Licensee and its Affiliates and contractors solely to provide maintenance and support for the Products sold to Licensee Customers and continue to Market, enhance and improve the Products; and

  (f)           Licensee shall hold any Product Materials in the strictest confidence and treat such Product Materials as Confidential Information (as defined below) and will not disclose any Product Materials to third parties outside of its organization without Licensor’s prior written consent.

4.11         Legal Compliance.  Licensor shall be and remain solely responsible to ensure that all claims made in any materials, other than the Licensee Materials (except to the extent that any claims or information in the Licensee Materials are provided or made available by Licensor or its contractors and agents) in whatever form, relating to the advertising, marketing, sale and distribution of the Products, are properly substantiated and each of such materials otherwise complies with all Applicable Laws relating to the advertisement and sale of the Products.  Licensor shall engage legal counsel for such purpose with expertise in the regulation of advertising products that are similar in nature to the Products and shall be solely responsible for the fees, costs and expenses of such counsel.

5.            Marketing Plan; Certain Covenants of the Parties.

5.1           Marketing Materials/International Websites. Licensee may from time to time, in its sole discretion and at its sole cost and expense, (i) produce or have produced one or more long or short form direct response television (including cable, satellite and other means of distribution) or radio commercials (in each case, solely in the International Territory), spot commercials, print ads, radio advertisements, instructional videos, packaging materials and/or other collateral material in connection with the Marketing of the Products (including any private label branding of the Products in the Territory) via the applicable Channels in the Territory and/or (ii) apply for, register, and maintain new, one or more separately identifiable Internet website addresses and domain names in connection with the advertising, marketing, promotion, sale and distribution of the Products in the International Territory (collectively, “Licensee Materials”). At all times during and after the Term, Licensee will be the sole owner of all rights to all Licensee Materials produced by or for Licensee during the Term, and Licensee shall determine all content and other creative aspects of the Licensee Materials, in its sole and absolute discretion.  Notwithstanding anything herein to the contrary, any advertisements and other material developed and/or created by any applicable marketing and/or Channel partners in connection with the Marketing of the Products (including any private label branding of the Products) via the applicable Channels in the Territory) (collectively, “Partner Materials”) shall remain the sole and exclusive property of such marketing and/or Channel partners.

16

5.2           Ownership of Certain Intellectual Property Rights. Licensee shall have the right to apply for legal protection of all trademarks, service marks, brands, logos, slogans which Licensee or its designee may from time to time create or develop in connection with Licensee’s Marketing of the Products, including, without limitation, Licensee’s private label branding of the Products under marks other than the Trademarks (collectively, “Licensee Trademarks”) so long as such Licensee Trademarks do not infringe upon any then existing Product IP.  To the extent that Licensee’s Marketing of the Products generates legally protectable intellectual property rights relating to the Licensee Materials (including, without limitation, any Licensee Trademarks or related goodwill other than the Trademarks), such intellectual property rights shall be at all times Licensee’s exclusive property.  All legally protectable intellectual property relating to the Products other than the Licensee Trademarks and Licensee Materials and which is created exclusively by Licensor shall be owned exclusively by Licensor but shall be included in the rights granted to Licensee and licensed to Licensee hereunder as Product IP.

5.3           Private Label Branding.  Licensee shall have the right, during the Term and directly or through third parties, to use and create derivative works of the Product IP for purposes of private label branding of the Products via the applicable Channels in the International Territory, and the manufacture, advertisement, marketing, sale and distribution thereof by Licensee (or its sub-licensees or distributors) via the applicable Channels in the International Territory on the terms and conditions set forth in this Agreement.  Unless otherwise agreed to by Licensor, Licensee shall not have the right to use and create derivative works of the Product IP for purposes of private label branding (other than “MaxMySpeed” or any additional Licensor approved trademarks under which Licensee may Market the Products from time to time) of the Products in the Domestic Territory.  The amount of any Royalties payable with respect to Licensee’s private label branding of the Products shall be calculated based on the Royalty applicable to the underlying Product as set forth on Schedule D hereto.

6.           Representations and Warranties of the Parties.

6.1           Mutual.  Each Party represents and warrants to the other Party that it has the complete right, power and authority to enter into this Agreement and the ability, power, and authority to perform all of its obligations hereunder, and this Agreement constitutes a valid and legally binding obligation of Licensor, enforceable against such Party in accordance with its terms.

6.2           Licensee. Licensee represents and warrants to Licensor that:

  (a)           no consent or approval is required by any third party for Licensee to enter into this Agreement or for Licensee to exercise the rights granted hereunder; and

  (b)          there are no pending or threatened actions, suits or claims against Licensee or any of Licensee’s Affiliates that would impair Licensee’s ability to enter into this Agreement.

6.3           Licensor. Licensor represents and warrants to Licensee that:

  (a)           it has not entered into any oral or written contract or negotiations with any third party which would impair the rights granted to Licensee under this Agreement, or limit the effectiveness of this Agreement, nor is it aware of any claims or actions which may limit or impair any of the rights granted to Licensee hereunder;

17

  (b)        all trademarks, logos, copyrights, materials and work product provided by Licensor to Licensee (which is not created or provided by Licensee under this Agreement) are owned by, and/or exclusively licensed to Licensor and, to Licensor’s knowledge, do not infringe or violate any copyrights, trademarks, trade secrets, patents or other proprietary rights of any kind belonging to any third party or violate any right of privacy, right to publicity, misappropriate anyone’s name or likeness or contain any defamatory, obscene or illegal material;

  (c)         it and all Product IP is now in compliance in all material respects with all local, state, and federal laws, rules and regulations applicable to its business and the advertising, marketing, sale and distribution of the Products, including without limitation, those of the Federal Telephone Consumer Protection Act (TCPA), the Federal Consumer Fraud and Abuse Prevention Act, Federal Trade Commission, the Federal Communications Commission, Payment Card Industry Data Security Standards, and data security and privacy laws, as such may be amended from time to time, and any other state or federal regulatory agency that has jurisdiction over Licensor’s business activities or the Products of Product IP;

  (d)        no consent or approval is required by any third party for Licensor to enter into this Agreement or to grant the rights to the Product IP set forth herein or for Licensee to exercise the rights granted hereunder (including with respect to any third party software, content or other property included in the Products);

  (e)         the Product IP is valid and subsisting in all material respects;

  (f)          Licensor has all necessary rights and licenses to grant to Licensee the rights granted under this Agreement and for Licensee to exercise such rights in the manner contemplated hereunder;

  (g)         except for liens in favor of Licensee, there are no liens, charges or encumbrances of any type, kind or nature with respect to the Products and/or the Product IP;

  (h)         there are no pending or, to Licensor’s knowledge, threatened actions, suits or claims against Licensor or any of Licensor’s Affiliates relating to the Products and/or the Product IP, and no third party has offered to license pending or issued patents in connection with the Products or sent a demand alleging that any of the Products or the use thereof infringe the patent or other intellectual property rights of any third party;

  (i)           no actions, suits or claims have ever been brought against Licensor or any of its Affiliates relating to the Products and/or the Product IP;

  (j)           Licensor has not heretofore assigned, transferred or otherwise disposed of any right, title, interest or license which Licensor owns or controls related to the Products or the Product IP in a manner that would conflict with this Agreement;

  (k)          Licensor is not in default in any material respects under any agreement related to the Products and/or the Product IP;

  (l)           the Software will conform to Licensor’s current published specifications when installed and will be free of defects which affect system performance; and

18

(m)           the Software will be free of programming code, devices or other software routines (e.g., viruses, Trojan horses, worms, software locks, drop-dead devices, back doors, time bombs) that are designed to disrupt the use of the Software or any system with which the Software operates, or destroy or damage data or make data inaccessible or delayed.

7.           Indemnification; Insurance.

7.1           Licensor’s Indemnity.  Licensor will indemnify, defend and hold harmless Licensee and its Affiliates and its and their respective employees, members, stockholders, directors, officers, agents, employees and representatives from and against any and all actual damages, fines, fees, penalties, liabilities, claims, losses, demands, suits, judgments, awards, settlements, actions, obligations, costs and expenses (including reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other Actions or of any default or assessment (collectively, “Losses”)that are caused by or shall arise out of any of the following: (i) any Product or Software defects; (ii) any customer service or product or technical support provided by any of Licensor’s employees, contractors, representatives or agents or the failure to provide it as required hereunder, including, without limitation, any Live Tech Support upsells; (iii) any claims or actions arising out of or resulting from Licensor or its other licensees’ and partners’ Marketing of the Products including, without limitation, claims or actions relating to any class actions and governmental or regulatory investigations, inquiries, and actions (except as otherwise subject to indemnification by Licensee in accordance with Section 7.2(ii) below); (iv) any actual or alleged infringement by the Products or any Product IP, or any advertising and materials with respect thereto provided by Licensor, of any patent, copyright, trademark or other intellectual property rights of any third parties or misappropriation of any trade secrets of any third parties, other than actual or alleged infringement by the Products or any Product IP or any of Licensee’s advertising and materials directly resulting from any modifications made thereto by Licensee or its employees, agents or representatives in connection with Licensee’s Marketing of the Products; (v) any other breach of Licensor’s obligations under this Agreement, including any breach of the representations, warranties and covenants of Licensor set forth in this Agreement; (vi) any materials provided by Licensor or its employees, agents or representatives and used by Licensee in any of the Licensee Materials; or (vii) Licensor’s or its employees, agents, representatives or licensees’ use of any Licensee Materials which are transferred, assigned, or licensed to Licensor pursuant to Section 11.5 below following the termination of this Agreement.

7.2       Licensee’s Indemnity.  Licensee will indemnify, defend and hold harmless Licensor and its Affiliates and its and their employees, directors, officers and agents against any Losses that are caused by or shall arise out of: (i) any Product or Software defects solely to the extent such defects directly result from any modifications made to a Product or Software by Licensee or its employees, agents or representatives; (ii) any actual or alleged failure of Licensee or its sublicensees’ and distributors’ to comply with Applicable Laws in connection with Licensee’s or its sublicensees’ and distributors’ Marketing of the Products including any related governmental investigations and class actions (except to the extent such any Losses are caused by or relate to the Products, Product IP and any materials provided or made available by Licensor or its contractors and agents and are used by Licensee in any of the Licensee Materials); (iii) any other breach of Licensee’s obligations under this Agreement, including, without limitation, any breach of the representations, warranties and covenants of Licensee set forth in the Agreement; and/or (iv) actual or alleged infringement by the Products or any Product IP directly resulting from any modifications made thereto by Licensee or its employees, agents or representatives in connection with Licensee’s Marketing of the Products (except to the extent such modifications are made at the request of Licensor).

19

7.3       Indemnification Procedures.

  (a)           The Party entitled to indemnification under this Article 7 (the “Indemnified Party”) will provide the Party obligated to provide indemnification under this Article 7 (the “Indemnifying Party”)with prompt notice of any action for which its seeks indemnification; provided that the failure to do so will not excuse the Indemnifying Party of its obligations under this Article except to the extent prejudiced by such failure or delay.

  (b)           The Indemnifying Party will defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such action in all related proceedings, which proceedings will be vigorously and diligently defended or prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages, or which admits guilt, liability or culpability on the part of the Indemnified Party or which could be reasonably expected to have an adverse impact on the Indemnified Party’s business operations or reputation).  The Indemnifying Party will have control of such defense and proceedings, including any compromise or settlement thereof (subject to the preceding sentence), provided, however, that if (i) the Indemnifying Party fails to vigorously and diligently defend, prosecute or settle any action (subject to the Indemnified Party’s approval as provided above), (ii) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation involving an Indemnified Party, (iii) the action seeks an injunction or equitable relief against the Indemnified Party or (iv) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, then the Indemnified Party will have: (a) the right to defend, at the sole cost and expense of the Indemnifying Party, the action by all appropriate proceedings, which proceedings will be defended or prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party which shall not be unreasonably withheld); and (b) full control of such defense and proceedings, including any compromise or settlement thereof, provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any action which the Indemnified Party is contesting.  In any action the defense of which the Indemnifying Party shall assume, the Indemnified Party shall have the right to participate in (but not control) the defense and resolution of such action and to retain its own counsel at such Indemnified Party’s own expense, so long as such participation does not interfere with the Indemnifying Party’s control of such litigation.

20

(c)           If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to any action, then any Losses suffered by the Indemnified Party as a result of the action will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such Losses to the Indemnified Party on demand.  In the event any Indemnified Party should have a claim under this Article 7 against any Indemnifying Party that does not involve a third party action, the Indemnified Party will deliver notice of such claim with reasonable promptness to the Indemnifying Party.  The failure by any Indemnified Party to give said notice will not impair such Party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby.  If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice, then any Losses suffered by the Indemnified Party in the amount specified in the notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such Losses to the Indemnified Party on demand.  If the Indemnifying Party gives notice to the Indemnified Party to the effect that the Indemnifying Party disputes the claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through good faith negotiations within thirty (30) days of Indemnifying Party’s notifying Indemnified Party of its dispute with the claim, the Indemnified Party may pursue its other remedies hereunder, as it deems appropriate.

7.4           Insurance.

  (a)           During the Term of this Agreement and for a period of two (2) years thereafter, each Party shall procure and maintain, at its sole cost and expense, in full force and effect its own comprehensive general business liability insurance policy, consistent with commercial practices or standards for similar industries, insuring against any and all loss, liability or business interruption arising from the obligations and activities of that Party hereunder including, without limitation, those arising from, product liability, personal injury, wrongful death or property damage.  The coverage amount of such insurance policy shall not be less than Five Million Dollars ($5,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate.

  (b)           During the Term of this Agreement and for a period of two (2) years thereafter, each Party shall procure and maintain Errors and Omissions/Professional Liability including Media Liability insurance with a limit of not less than Five Million Dollars ($5,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate and Cyberliability insurance with a limit of not less than Five Million Dollars ($5,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00) in the aggregate.

  (c)           The insurance companies providing such insurance required under this Section 7.4 must have an A.M. Best rating of A-VII or better and be licensed or authorized to conduct business in all fifty (50) of the United States.  The policies shall contain a waiver of subrogation with respect to the Indemnifying Party and each policy shall contain all appropriate riders and endorsements based on the nature of any Product manufactured or sold hereunder and its intended use.  Each Party shall name the other Party as an “additional insured” and provide the other Party with originals or copies of certificates of insurance so reflecting, and such insurance shall also provide, that the other Party shall be notified in writing by the insurance carrier of any change or modification in the policy (including termination), not less than thirty (30) days prior to the effective date of such change (including termination).

21

7.5           Policies to be Primary.  The insurance maintained by each Party pursuant to this Agreement shall provide that such Party’s insurance is primary to and noncontributory with any and all other insurance maintained by or otherwise afforded to the Indemnified Party, its members, stockholders, officers, directors, employees and agents, but only for injury, damage or loss that falls within such Party’s indemnity obligations under this Agreement.

8.           Restrictive and Other Covenants.

8.1           Licensor Non-Competition. Except as otherwise expressly provided herein, the rights and licenses granted under this Agreement are sole and exclusive to Licensee (and its distributors, sub-licensees and Affiliates or other such entities used in its channels of distribution), and Licensor shall not, directly or indirectly, and shall not authorize, permit or grant any rights to any Person other than Licensee to, during the Term: (i) manufacture or Market any of the Products (including, without limitation, the private label branding or localization of any of the Products) or any products similar to the Products for sale or license to any end user via any of the Channels in the Territory without the prior written consent of Licensee; (ii) produce for itself, or for any other third party, or allow a third party to produce, any infomercial, commercial or ad placement for broadcast or publication in any markets in the International Territory selling or marketing products which are identical, substantially similar or similar to any of the Products or which would be in competition with any of the Products in the International Territory; or (iii) grant or license rights to use the Product IP or any variations or derivatives thereof to any third party or otherwise enter into any agreement which would conflict with or contravene the rights granted to Licensee under this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Licensor during the Term from advertising, marketing and selling pre-paid cards solely via “brick and mortar” retail distribution channels and affinity relationships solely through the currently existing agreement with Allianex (which pre-paid cards enable the end user to purchase the Products solely via Licensor’s Internet website located at www.cyberdefender.com).

8.2           Licensee Limitation of Rights. Licensee covenants and agrees that it shall not Market the Products, or assist or authorize any third party in Marketing the Products, directly or indirectly, except as expressly set forth herein nor shall it use the Product IP except as expressly set forth herein, including selling or licensing the Products to any Person in the Domestic Territory via a download from an Internet website or portal.

22

8.3           Confidentiality. In connection with the activities contemplated under this Agreement, the Parties and their respective Affiliates will disclose to each other confidential and non-public proprietary information about their respective businesses, products and operations including without limitation, the Product IP, Product technical information, marketing and advertising strategies and plans, media purchasing strategies, Customer Information (as defined below in this Agreement), financial data, the identity of and arrangements with suppliers and Channel partners, information regarding infomercial and other ads production, and other company information which may be deemed a trade secret, or is sensitive in nature and not otherwise known to the public (“Confidential Information”). The Parties each agree not to (i) disclose to third parties outside of its organization the Confidential Information of the other Party or the Party’s Affiliates, except to Affiliates and its and their respective employees, contractors, accountants, advisors, legal counsel, and agents with a need to know, and including in the case of Licensee, to Manufacturers, Channel partners, distributors and sub-licensees for the purpose of exercising and implementing the rights granted hereunder;or (ii) use such Confidential Information of the other Party or the other Party’s Affiliates for commercial purposes or for the benefit of any third party, except in furtherance of the manufacturing, sale, advertising, marketing, and distribution of the Products contemplated by this Agreement, unless such Confidential Information is readily available to the public or known in the trade, without the prior written consent of the other Party and further shall treat all such Confidential Information in strict confidence; provided, however, that each Party shall have the right to disclose Confidential Information as required by law so long as such disclosing Party notifies the other Party (with reasonable prior written notice) of such legally required disclosure prior to its making of such disclosure.  The terms of this Agreement shall not be considered Confidential Information and will be disclosed by Licensor in a Current Report on Form 8-K filed with the Securities and Exchange Commission following the execution hereof, to which this Agreement will be attached as an exhibit.

8.4           Customer Information and Ownership.  Licensor and Licensee acknowledge that each such Party, from time to time during the Term, may be provided with or otherwise have access to certain customer information of Licensee Customers (including, without limitation, customer lists, social security numbers, names, addresses, e-mail addresses, product purchase information, credit card and/or bank account information, phone numbers, unsubscribe/opt-out information, orders, revenues and conversion) (collectively, “Customer Information”).Each Party that has Customer Information in its possession or under its control shall only use such Customer Information in compliance with this Agreement and all Applicable Laws.  Licensor shall not disclose the Customer Information to any third parties or use such Customer Information for commercial purposes, including, without limitation, for the furtherance of its business or the business of any of its Affiliates, except as required to satisfy any customer service, technical support or other obligations of Licensor hereunder.  Each Party agrees to maintain good and sound safeguards to protect against the destruction, loss, theft, disclosure, or alteration of Customer Information in its possession or under its control, which safeguards shall be at least as good and sound as the safeguards it utilizes for its own data and not less than what is accepted in the industry for the type of information involved and the type of business being conducted, and to observe Applicable Laws in the use, disclosure and retention of the Customer Information. Without limiting the foregoing, each Party agrees to implement or utilize security measures that include firewalls, encryption, or other means, where appropriate, that protect the integrity of the Customer Information and control access to the Customer Information.  Either Party shall, immediately (and in any event, within twenty-four (24) hours) after it becomes aware that any Customer Information has been disclosed or revealed to, or accessed by any unauthorized third party, whether inadvertently, by means of a breach of security processes or otherwise, provide the other with immediate written notice of any such security breach and immediately and at its own expense investigate and take all steps to identify, prevent and mitigate the effects of such security breach.  Further, the affected Party shall promptly provide the other Party with a detailed description of the incident, the data accessed, the identity of affected consumers, and such other information as may be reasonably requested concerning the security breach and conduct any recovery necessary to remediate the impact.

23

8.5           Contacts with Governmental Entities; Inspections.  In the event that Licensor is contacted by any governmental entity with any inquiry that would involve any disclosures about any of the Products, Licensor shall notify Licensee within two (2) Business Days of such contact, providing Licensee with the substance of the inquiry (including any written materials where provided) and an opportunity to respond.  Upon consultation with Licensee, Licensor shall promptly address any such inquiries relating to the Products and shall at all times do all necessary things to protect the confidentiality of any of the Confidential Information.  Licensee agrees to comply with any such reasonable requests made by Licensor in the course of responding to any such inquiry.  Licensor agrees to timely provide Licensee with any materials generated by either Licensor or the governmental entity in responding to any inquiry relating to the Products, including, in the case of an inspection, a copy of the inspection findings and Licensor’s proposed response to them.  In the event of any contact by any governmental entity of Licensee, Licensor agrees to cooperate with Licensee in providing any materials to customer and/or governmental entity that are deemed to be responsive to the inquiry.  All information exchanged pursuant to this Section 8.5 shall be held in the strictest confidence and shall not be disclosed to any third party (other than the Parties’ advisors) without the other Party’s prior written consent, unless such disclosure is required by Applicable Law or court order (in which case the Party disclosing such information shall give the other Party prior written notice of the anticipated disclosure).

8.6           Compliance with Applicable laws.  Each Party shall, throughout the Term, comply with all Applicable Laws in connection with such Party’s Marketing of the Products and use of the Product IP, including without limitation, those of the Federal Telephone Consumer Protection Act (TCPA), the Federal Consumer Fraud and Abuse Prevention Act, Federal Trade Commission, the Federal Communications Commission, Payment Card Industry Data Security Standards, and data security and privacy laws, as such may be amended from time to time, and any other state or federal regulatory agency that has jurisdiction over such Party’s business activities or the Products of Product IP.

9.           Independent and Separate Companies.The Parties will each be responsible for the payment of their respective compensation, wages, taxes, dues, employment benefits and other operating expenses in connection with the separate operations of their respective businesses and companies. This Agreement does not create a partnership, agency or joint venture relationship between Licensor and Licensee. Each of Licensee and Licensor agree that it will not, nor will it permit any person or entity acting for or on its behalf to, bind or obligate the other Party, or represent to have such authority, without the express prior written approval of the other Party.

24

10.         Licensor Buy-Out Rights.

10.1           Generally.  From and after the eighteen (18) month anniversary of each of the Domestic Roll-Out Date and the International Roll-Out Date, as the case may be (the “Buy-Out Anniversary Date”), Licensor shall have the right, but not the obligation (the “Licensor’s Buy-Out Option”), exercisable within one (1) yearfollowing the applicable Buy-Out Anniversary Date (the “Initial Exercise Period”), to buy-back and terminate the rights granted to Licensee hereunder solely with respect to the Domestic Territory or the International Territory, or both (assuming each Buy-Out Anniversary Date has been met), as the case may be, upon at least sixty (60) days prior written notice to Licensor specifying which rights (i.e. the Domestic Territory or International Territory, as the case may be) Licensee elects to terminate (the “Buy-Out Notice”) and by delivering payment of the applicable Buy-Out Price.  The Parties acknowledge and agree that the Licensor Buy-Out Option with respect to the Domestic Territory is separate and distinct from the Licensor Buy-Out Option with respect to the International Territory, and that Licensor’s exercise or non-exercise of the Licensor Buy-Out Option with respect to the Domestic Territory shall not affect Licensor’s right to exercise the Licensor Buy-Out Option with respect to the International Territory, and vice versa.  Licensor shall continue to have the right to exercise the Licensor Buy-Out Option for each year of the Term following the expiration of the Initial Exercise Period, by delivering a Buy-Out Notice to Licensor not less than ninety (90) days prior to each annual anniversary of the expiration of the Initial Exercise Period (each, an “Exercise Period Anniversary Date”), specifying which rights (i.e. Domestic Territory, International Territory or both, as the case may be) Licensee elects to buy back and terminate and by delivering payment of the applicable Buy-Out Price.  The effective date of any buy-out occurring after the Initial Exercise Period shall be the upcoming Exercise Period Anniversary Date for which Licensor has given the requisite Buy-Out Notice within the time period specified above.  For purposes of this Agreement, the “Buy-Out Price” shall be the price determined in accordance in Section 10.2(a) or 10.3(a), as applicable.

10.2         Buy-Out Price – Initial Exercise Period

  (a)           If Licensor delivers the Buy-Out Notice to Licensee during the Initial Exercise Period then the Buy Out Price with respect to Licensee’s license rights hereunder relating to the Domestic Territory or the International Territory, as the case may be, shall be equal to the product of (X) the annualized gross revenue earned by Licensee in connection with the sale and distribution of the Products in the Domestic Territory or the International Territory, as the case may be (based on the average gross revenue for the three (3) month period ended as of the last Business Day of the last full month immediately preceding the date of Licensor’s delivery of the Buy-Out Notice (the “Buy-Out Calculation Date”) (“Licensee Annualized Gross Revenue”), multiplied by (Y) a fraction, the numerator of which shall be equal to one-half (1/2) of the enterprise value of Licensor as of the Buy-Out Calculation Date and the denominator of which shall be equal to the aggregate gross revenue of Licensor for the trailing twelve (12) month period ended as of the end of the most recent fiscal quarter of Licensor.  Notwithstanding the foregoing, the Buy-Out Price for the Initial Exercise Period shall not be less than an amount equal to the factor of 1.5 multiplied by Licensee Annualized Gross Revenue from the sale and distribution of the Products in the Domestic Territory or the International Territory, or both, as the case may be (the “Minimum Initial Buy-Out Price”).

  (b)           For example, if (i) Licensor delivers a Buy-Out Notice during the Initial Exercise Period with respect to the Domestic Territory on April 15, 2013; (ii) the aggregate gross revenue earned by Licensee in connection with the sale and distribution of the Products in the Domestic Territory for the three (3) month period ended March 31, 2013 (the Buy-Out Calculation Date) equals $15,000,000.00; (iii) the enterprise value of Licensor as of March 31, 2013 equals $240,000,000.00 and (iv) Licensor’s aggregate gross revenue for the twelve (12) month period ended as of March 31, 2013 equals $60,000,000.00, then the Buy-Out Price would be calculated as follows:

Buy-Out Price = ($15,000,000 x 4) x ((.5 x 240,000,000)/60,000,000)

    = $120,000,000

25

(c)           If the Parties cannot agree on the Buy-Out Price upon exercise of Licensor’s Buy-Out Option during the Initial Exercise Period within thirty (30) days following Licensor’s delivery of the Buy-Out Notice, then within ten (10) days thereafter, the Parties shall submit the calculation of the Buy-Out Price to a certified public accounting firm mutually acceptable to the Parties (or, if they are unable to agree within such ten (10) day period, then to a certified public accounting firm selected by the Los Angeles office head of Ernst & Young) (the “Neutral Auditor”).  Each of the Parties agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party and to provide any documents or financial statements reasonably requested by the Neutral Auditor in connection with the calculation of the Buy-Out Price.  The Neutral Auditor shall act as an arbitrator to determine the Buy-Out Price.  The calculation of the Buy-Out Price by the Neutral Auditor shall be final and binding upon the Parties; provided, however, that in no event shall the Buy-Out Price be less than the Minimum Initial Buy-Out Price.

10.3.  Buy-Out Price – Following Initial Exercise Period.

(a)           If the Buy-Out Notice is delivered at any time following the expiration of the Initial Exercise Period, the Buy-Out Price shall be equal to (i) seventy five percent (75%) of the fair market value (“FMV”) (as determined below) of Licensee’s rights hereunder relating to the Domestic Territory, International Territory, or both, as the case may be, if the Buy-Out Notice is delivered within the ninety (90) day notice period prior to the first Exercise Period Anniversary Date or (ii) one hundred percent (100%) of the FMV of Licensee’s rights hereunder relating to the Domestic Territory, International Territory, or both, as the case may be, if the Buy-Out Notice is delivered within the ninety (90) day notice period prior to any subsequent Exercise Period Anniversary Date.  Notwithstanding the foregoing to the contrary, in the event Licensor’s Buy-Out Option is exercised following the expiration of the Initial Exercise Period, the Buy-Out Price shall not be less than an amount equal to the factor of 3.0 multiplied by Licensee Annualized Gross Revenue from the sale and distribution of the Products in the Domestic Territory or the International Territory, or both, as the case may be.

(b)           FMV shall be the value of the Licensee’s rights which are subject to the Buy-Out Notice as of the specified Exercise Period Anniversary Date (i) as determined by the mutual agreement of Licensor and Licensee or (ii) if Licensor and Licensor are unable to agree upon the FMV within thirty (30) days after the specified Exercise Period Anniversary Date, then the FMV shall be determined by an independent appraiser who has experience in determining the fair market value of licensing rights similar to the rights granted to Licensee hereunder which appraiser shall be selected jointly by Licensor and Licensee.  The determination of the fair market value by that appraiser shall be binding and conclusive on all parties to this Agreement.  If Licensor and Licensee are unable to agree on the selection of an appraiser within thirty (30) days, Licensor and Licensee shall then have ten (10) days to each select an independent appraiser who has experience in determining the value of licensing rights.  The two appraisers so selected shall select a third appraiser who has experience in determining the value of licensing rights and whose appraisal shall be conclusively deemed to be the FMV and shall be binding on the parties.  Each appraiser selected hereunder shall be instructed to complete the determination of FMV not later than thirty (30) days following their engagement by the Parties and to take into account the intellectual property rights and other rights and assets being transferred to Licensor (including any inventory of Licensee) upon the buy-out of Licensee’s rights, in addition to the value of the license rights.  Each Party shall bear the cost of its selected appraiser, and the Parties shall split equally the cost of any jointly selected appraiser or a third appraiser, if required.

26

10.4         Cooperation of Parties in Determining Buy-Out Price.  The Parties shall cooperate with one another and any appointed auditor or appraiser in providing any necessary documents or financial statements necessary to calculate the applicable Buy-Out Price and shall act in good faith in negotiating and determining the Buy-Out Price.

10.5         Payment of Buy-Out Price.  Licensor shall pay theBuy-Out Price (as adjusted to include any Unapplied Localization Reimbursement Expenses in accordance with Section 4.3(c)) to Licensee in cash or in shares of validly issued and authorized shares of common stock of Licensor which have been fully registered with the U.S. Securities and Exchange Commission (the “Commission”) for resale (to the extent legally permitted under applicable federal securities laws and regulations), or any combination thereof, at Licensee’s sole option.  In the event that all or any portion of the Buy-Out Price is paid in shares of common stock of Licensor, the number and price of shares to be issued to Licensee for payment of the Buy-Out Price shall be equal to an amount agreed to by the Parties.  Licensor agrees to cooperate with the Licensee as reasonably requested by Licensee in structuring the payment of the Buy-Out Price in such a manner to achieve the most tax efficient structure for Licensee’s receipt of the Buy-Out Price.

10.6         Closing of Buy-Out.

  (a)           The closing (the “Licensor Buy-Out Closing”) of the transactions in connection with Licensor’s exercise of Licensor Option shall occur at such place and date as Licensee and Licensor may agree in writing but in no event later than the later of (i) one hundred twenty (120) days after Licensor’s delivery of the Buy-Out Notice or (ii) determination of the Buy-Out Price by the auditor or appraiser, as the case may be, pursuant to Sections 10.2 or 10.3, as the case may be (the “Buy-Out Closing Date”).  Any portion of the Buy-Out Price which is payable in cash shall be paid by Licensor at the Buy-Out Closing Date by wire transfer of immediately available funds to a bank account designated by Licensee.  Any portion of the Buy-Out Price which is payable in common stock of Licensor shall be paid by Licensor’s delivery of stock certificates (or other written evidence satisfactory to Licensee) at the Buy-Out Closing Date representing the number of shares of common stock which Licensee has agreed to accept in connection with Licensor’s payment of the Buy-Out Price.  From and after the effective date of such termination, this Agreement shall continue in full force and effect with respect to any portion of the Territory not subject to the exercise of Licensor’s Buy-Out Option in accordance with this Section 10.6.

27

  (b)           On the Buy-Out Closing Date, Licensee shall (i) transfer to Licensor all of Licensee’s Product inventory to be sold in the Domestic Territory, the International Territory, or both, as the case may be, which is subject to Licensor’s exercise of Licensor’s Buy-Out Option; (ii) assign and transfer all of Licensee’s right, title and interest in and to any Licensee Materials used by Licensee in the Domestic Territory, the International Territory, or both as the case may be (excluding any non-Product specific trade secrets, processes, templates, or other creative items which are used by Licensee in connection with its business and/or any Partner Materials) to Licensor, without any continuing liability of Licensee and only to the extent such rights are transferrable (and subject to any required third party consents which shall be the responsibility of Licensor to obtain); and (iii) to the extent permitted by Applicable Law, provide Licensor with reasonable access to Customer Information then in Licensee’s possession or control solely for the purposes of enabling Licensor to provide ongoing customer service, product and technical support and subscription renewals to existing Licensee Customers following the Buy-Out Closing Date. If any Licensee Materials cannot be assigned to Licensor, Licensee shall grant to Licensor, subject to any required third party consents, an exclusive, irrevocable, royalty-free license to use and exploit such Licensee Materials following the termination hereof for so long as Licensee has such rights.  In addition to the foregoing, Licensee shall use commercially reasonable efforts to assign and transfer to Licensor all of Licensee’s rights under any third party agreements (to the extent transferable) entered into by Licensee with respect to the Products sold and the services provided under this Agreement relating to the Domestic Territory or International Territory, or both, as the case may be, which is subject to Licensor’s exercise of Licensor’s Buy-Out Option.

  (c)           Licensor shall have the right to request Licensee to provide management services in the Domestic Territory, the International Territory, or both, as the case may be, following the applicable Buy-Out Closing Date, which request shall be set forth in the applicable Buy-Out Notice.  Licensee and Licensor shall then negotiate in good faith a management services agreement to be executed and delivered by Licensee and Licensor on the Buy-Out Closing Date pursuant to which the services shall be provided.  Licensee shall not be obligated to provide any such management services unless and until a management services agreement is entered into between the Parties on terms and conditions satisfactory to both Parties.

11.         Term and Termination.

11.1         Length of Term. Licensee and Licensor agree that the term of this Agreement (the “Term”) shall be in perpetuity unless terminated sooner as provided in this Agreement.

11.2         Default by Licensee; Cure Period. In the event of a default by Licensee under this Agreement, Licensor shall provide written notice of default to Licensee in the manner required under Section 13.13 hereof. This notice of default shall clearly state the precise nature of the default.  In the event Licensee fails to cure the default within thirty (30) days of receipt of the written notice of default from Licensor, Licensor may, at its option, seek to recover actual damages against Licensee; provided, however that Licensor’s sole and exclusive remedy in the event of Licensee’s failure to pay any Annual Advance shall be to elect to cause the exclusive rights granted to Licensee hereunder to convert to non-exclusive rights in accordance with the terms and conditions of Section 2.2.

11.3         Default by Licensor; Cure Period. In the event of a default by Licensor under this Agreement, Licensee shall provide written notice of default to Licensor in the manner required under Section 13.13 hereof. This notice of default shall clearly state the precise nature of the default and state that Licensee may terminate this Agreement if the default is not cured by Licensor within thirty (30) days of Licensor’s receipt of the notice of default. In the event Licensor fails to cure the default within thirty (30) days of receipt of the written notice of default from Licensee, Licensee may, at its option, seek actual damages against Licensor or an order of specific performance or injunctive relief solely to correct or enjoin any such breach and/or terminate this Agreement without further notice to Licensor.

28

11.4        Termination by Licensee for Convenience.

 (a)           Licensee shall have the right to terminate this Agreement at any time with respect to the Domestic Territory, International Territory or both, with or without cause, upon at least ninety (90) days prior written notice to Licensor.  Upon Licensor’s receipt of any such notice, the licenses set forth herein shall become non-exclusive and Licensor shall have the right to grant such licenses to any other Person or Persons in the applicable territory, provided that any such grant to another Person shall be non-exclusive during such ninety (90) day notice period of termination and the Sell Off Period.

 (b)           If Licensee elects to terminate this Agreement in accordance with this Section 11.4, Licensee agrees that for a period of one (1) year from the date of termination, Licensee will not Market any antivirus and Internet security products and services in the Channels in the Territory which are competitive with the Products (as of the date of termination) without the prior written consent of Licensor.  Licensee agrees that the duration and geographic scope of the non-competition provisions set forth in this Section 11.4 are reasonable.  In the event that any court determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Parties intend that the foregoing non-competition provision shall be deemed to be a series of separate covenants, one for each and every state of the United States of America where this provision is intended to be effective in the case of the Domestic Territory, and one for each and every political subdivision of each and every Foreign Country where this provision is intended to be effective in the case of the International Territory.

11.5         Effect of Termination. Upon termination of this Agreement for any reason, the licenses granted to Licensee hereunder, together with all rights and privileges relating thereto, shall immediately terminate (but in the event of a partial termination in accordance with Section 11.4, the rights granted to Licensee hereunder shall only terminate with respect to the Domestic Territory or the International Territory, as the case may be), and the Parties shall have no further rights or obligations hereunder except pursuant to Sections 4.5(a), 4.5(b), 4.6, 5.2, 8.3, 8.4, 8.5, 11.6, and Articles 7 and 13, which shall survive the termination of this Agreement; provided that for the period of one hundred fifty (150) calendar days following the effective date of such termination (including any partial termination in accordance with Section 10.4 (but not including any termination as a result of an exercise of Licensor’s Buy-Out Option) with respect to the rights granted to Licensee hereunder with respect to the Domestic Territory or the International Territory, as the case may be) (the “Sell Off Period”), Licensee shall retain (for itself and its sublicensees and distributors) the right to (i) sell off and distribute any Products remaining in Licensee’s or its sublicensees and distributors’ inventories at termination in the terminated Channels; (ii) fill any orders for Products that have been received as of the termination date;  and (iii) use the Product IP in connection with the Marketing of such remaining Products.

29

11.6         Ownership of Licensee Materials; Customer Information. Promptly following the expiration of the Sell Off Period, Licensee shall assign and transfer, at Licensor’s sole cost and expense, all of its right, title and interest in and to any Licensee Materials (excluding any non-Product specific trade secrets, processes, templates, or other creative items which are used by Licensee in connection with its business and/or any Partner Materials) to Licensor, without any continuing liability of Licensee and only to the extent such rights are transferrable (and subject to any required third party consents which shall be the responsibility of Licensor to obtain). If any Licensee Materials cannot be assigned to Licensor, Licensee shall grant to Licensor, subject to any required third party consents, an exclusive, perpetual, irrevocable, royalty-free license to use and exploit such Licensee Materials following the termination hereof.  Notwithstanding the foregoing, Licensee shall retain ownership of any Customer Information in its possession or under its control.  Upon termination of this Agreement, Licensor shall promptly deliver to Licensee any Customer Information then in Licensor’s possession and shall destroy any copies of any Customer Information.

12.         Specific Performance.The rights granted to Licensee hereunder are of unique and extraordinary character, therefore in addition to whatever other relief it may otherwise be entitled, the Parties agree that Licensee shall be entitled to obtain an injunction issued by any court of competent jurisdiction in order to specifically enforce the terms of this Agreement.

13.         Miscellaneous.

13.1         Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

13.2         Entire Agreement. This instrument constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes in its entirety any prior agreements or understandings between the Parties relating to the subject matter hereof.  This Agreement may be amended only by an agreement in writing signed by both of the Parties.

13.3         Assignment; Sublicense.

  (a)           The rights and obligations of a Party under this Agreement may not be assigned by such Party without the prior written consent of the other Party; provided, however, that the entire rights and obligations of either Party under this Agreement are transferable, without the prior consent of the other Party, to (i) any person or entity that acquires all or substantially all of the business or assets of a Party (the “successor”) (whether by purchase of assets, equity merger or other corporate reorganization) and (ii) any Affiliate of such Party as long as such Party agrees to remain liable for its obligations hereunder.  Any such Affiliate or successor (whether by purchase of assets, equity merger or other corporate reorganization) to all or substantially all of a Party’s business and/or assets shall assume all of such Party’s rights and shall assume all of the obligations of such Party under this Agreement and shall agree to perform all of that Party’s obligations under this Agreement in the same manner and to the same extent as the original Party is required to perform such obligations in the absence of such a succession. Assignment under the terms of this paragraph shall not effect termination of the Agreement.  Notwithstanding the foregoing, Licensor shall not be entitled to transfer all or any portion of its rights and obligations hereunder to any third-party that is engaged in the business of selling consumer products or any other products via direct response or via continuity methods without the prior written consent of Licensee, which consent Licensee may withhold in its sole and absolute discretion.

30

(b)           Upon Licensor’s prior written consent (which consent shall not be unreasonably withheld), Licensee may, during the Term, grant sub-licenses of its rights to Market the Products and use and otherwise exploit the Product IP in accordance with the terms hereof to any Person for such sub-licensees’ use in connection with the Marketing of the Products via the applicable Channels in the Territory.  Licensor’s failure to disapprove of a proposed sub-license by Licensee within five (5) Business Days following Licensee’s written request therefore shall be deemed Licensor’s approval thereof.  Any consent by Licensor with respect to Licensee’s grant of a sub-license under this Section 13.3(b) shall not be deemed to be a consent to any other sub-licenses or any sub-license to any Person to whom such consent was not specified. Notwithstanding the foregoing, Licensor’s prior written consent shall not be required for Licensee to Market the Products via its Channel partners.

13.4         Binding Terms. Subject to Section 13.3, the rights and obligations of the parties under this Agreement will inure to the benefit of and be binding upon their respective successors and permitted assigns.

13.5         Severability. If any provision or application of this Agreement to any person or circumstance shall be held invalid, inoperative or unenforceable, the remaining Agreement and application to other persons or circumstances shall not be affected, impaired nor invalidated thereby.  Each provision of this Agreement shall be enforceable to the fullest extent permitted by applicable law.

13.6         Third Party Beneficiaries. Nothing in this Agreement: (a) confers any direct rights and remedies under this Agreement on any person not a party hereto; (b) releases, discharges or satisfies any obligation of any person not a party; nor (c) gives any person not a party hereto any right of action against any party hereto.

13.7         Section Headings. The section and paragraph headings are included for reference purposes only, and in no way define, limit or describe the scope or intent of this Agreement nor in any way affect the terms and provisions thereof.

13.8         Dispute Resolution.

  (a)           Except as otherwise provided in this Agreement, Licensor and Licensee will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement.  Either Party may initiate negotiations of any dispute by providing written notice to the other Party, setting forth the subject of the dispute.  The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the dispute.  If the dispute is not resolved by this exchange of correspondence, then representatives of each Party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.

31

  (b)           If the dispute is not resolved by these negotiations, unless otherwise agreed to by the Parties in writing, the matter will be submitted for mediation administered by the Judicial Arbitration & Mediation Service (“JAMS”) before a single mediatorwho shall have experience in the subject matter of the dispute.  The Parties shall jointly select the mediator within fifteen (15) days following the commencement of such action.  If the Parties cannot agree upon the mediator within fifteen (15) days following the commencement of such action, each Party shall select a mediator with experience in the subject matter of the dispute, and the two (2) selected mediators shall select a third mediator with such experience, who shall mediate such dispute.  The Parties shall share any fees or expenses of the mediator.

  (c)           If the matter is not resolved through mediation, any dispute, claim or controversy arising out of or relating to this Agreement, or the construction, validity, enforcement or interpretation of this Agreement shall be resolved exclusively in the state or federal courts sitting in the City of Los Angeles.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Los Angeles for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  The parties hereby waive all rights to a trial by jury.  If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

13.9         Counterparts. This Agreement may be executed in any number of counterparts, each of which when duly executed and delivered shall be an original, but all such counterparts shall constitute one and the same agreement. Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures, and may be attached to another counterpart, identical in form, but having attached to it one or more additional signature pages. This Agreement may be executed by signatures provided by electronic facsimile transmission (also known as “Fax” copies) or email delivery of a portable data file (also known as a PDF), which facsimile or PDF signatures shall be as binding and effective as original signatures.

13.10       Limitation of Liability.  Notwithstanding anything to the contrary in this Agreement, except to the extent such damages are part of a damages award or governmental order which is subject to the indemnification obligations under Section 7 above or related to a breach by a Party of Section 8.4, no Party or its Affiliates shall, in any event, be liable to the other Party (or its Affiliates) for any punitive, consequential or special damages of any kind, including, but not limited to, loss of revenue or income, cost of capital, loss of opportunity relating to the breach or the alleged breach of this Agreement, except in cases of fraud or intentional misrepresentation by such Party.

32

13.11       Publicity.  Licensor and Licensee shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Licensor nor the Licensee shall issue any such press release or otherwise make any such public statement without the prior consent of Licensor, with respect to any press release of Licensee, or without the prior consent of Licensee, with respect to any press release of Licensor, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law or regulation, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.  Notwithstanding the foregoing, subject to applicable law, Licensor shall not publicly disclose the name of Licensee, or include the name of the Licensee in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Licensee.

13.12       No Guarantee. Licensor acknowledges and agrees that: (i) it is well-informed about the financial risks associated with the direct response advertising industry and (ii) Licensee makes no warranty, expressed or implied, as to the degree of success to be achieved by reason of the airing or other distribution of any Licensee Materials, nor shall Licensor seek to hold Licensee liable with respect thereto.  Licensee has not made, and does not hereby make, any representation or warranty with respect to the level of sales and revenue to be derived as a result of Licensee’s advertising, promotion and marketing of the Products and/or Licensee’s airing or other distribution of Licensee Materials.  Licensor recognizes and acknowledges that the level of revenues from sales of the Products of any kind contemplated by this Agreement is speculative.  Licensor agrees that it shall not make any claim, nor shall it seek to impose any liability upon Licensee based upon any claim that more sales, revenues, media exposure or customers could have been obtained or better business could have been done than was actually made or done by Licensee or its successors, licensees and assigns, or that better business terms, prices or opportunities could have been obtained.

13.13       Notices. Any notice, request, payment or other communication under this Agreement shall be in writing and shall be given or made by physical delivery, confirmed facsimile with a copy sent the same day by first class mail postage prepaid, overnight carrier (e.g., Federal Express) or by U.S. mail, registered or certified mail (postage prepaid, return receipt requested) addressed to the appropriate Party. All such notices shall be addressed as follows or such other addresses of which a Party subsequently notifies the other Party (provided that a Party’s inadvertent failure to comply with the provisions of this Section 13.13 shall not be deemed a breach of this Agreement provided that the notice reaches the other Party in a reasonably timely manner).

IF TO LICENSOR:

CyberDefender Corporation

617 West 7th Street, Suite 1000  

Los Angeles, CA 90017

Fax: 213-689-8630

Attn: Gary Guseinov

WITH A COPY TO:

Richardson & Patel, LLP

33

10900 Wilshire Blvd.

Suite 500

Los Angeles, CA 90024

Fax:  310-208-1154

Attn: Kevin Friedmann, Esq.

IF TO LICENSEE:

GR Match, LLC

c/o Guthy-Renker LLC

3340 Ocean Park Boulevard, Suite 3000

Santa Monica, CA 90405

Fax (310) 581-3443

Attn: General Counsel

WITH A COPY TO:

GR Match, LLC

c/o Guthy-Renker LLC

3340 Ocean Park Boulevard, Suite 3000

Santa Monica, CA 90405

Fax (310) 581-3443

Attn: President

WITH A COPY TO:

Venable LLP

575 7th Street, NW

Washington, DC 20004

Fax (202) 344-8300

Attn: Robert J. Bolger, Jr., Esq.

[remainder of page intentionally left blank]

34

      IN WITNESS WHEREOF, this Agreement is entered into as of the day and year first above written.

“LICENSOR”
CYBERDEFENDER CORPORATION,
a California corporation
By:
	Name: Gary Guseinov
	Title: Chief Executive Officer
“LICENSEE”
GR MATCH, LLC,
a Delaware limited liability company
By:
	Name: Bennet Van de Bunt
	Title: Manager

35

Schedule A

Territory and Channels of Distribution

Territory	Channels of Distribution
“DOMESTIC TERRITORY”
United States	(1) Retail stores (including online retail storefronts, such as online websites of “brick and mortar” retailers, as well as strictly online retailers such as Amazon.com), kiosks, counters and other similar retail channels of distribution (2) Television shopping channels (e.g. QVC and HSN) regardless of the delivery means (e.g. broadcast, cable, satellite television, closed circuit, etc.)
“INTERNATIONAL TERRITORY”
Australia Canada China Hong Kong India Japan New Zealand Russia Taiwan Western Europe Ø    Andorra Ø    Austria Ø    Belgium Ø    Denmark Ø    Finland Ø    France Ø    Germany Ø    Greece Ø    Iceland Ø    Ireland Ø    Italy Ø    Liechtenstein Ø    Luxembourg Ø    Netherlands Ø    Norway Ø    Portugal Ø    Spain Ø    Sweden Ø    Switzerland Ø    United Kingdom	(1) Retail stores (including online retail storefronts), kiosks, counters and other similar retail channels of distribution (2) Television shopping channels (e.g. QVC and HSN) regardless of the delivery means (e.g. broadcast, cable, satellite television, closed circuit, etc.) (3) Direct Response Television and Radio (including cable, satellite and other means of distribution) (4) Internet websites (other than www.cyberdefender.com) used in connection with Marketing of the Products pursuant to clauses (1) through (3) above.

36

Schedule B

Patents

1. “Threat Protection Network”, Application No. US2005/034205 (file date Sep. 22, 2005); and EPO Application No. 05821356.2 (file date April 23, 2007)

2. “System for Distributing Information Using a Secure Peer to Peer Network”, Application No. US2005/034069

3. “System and Method for Operating an Anti-Malware Network on a Cloud Computing Platform”, Provisional Application No. 61/221,477 (file date June 29, 2009)

37

Schedule C

Trademarks

1. CYBERDEFENDER, United States Registration No. 3217137

2. CYBERDEFENDER X-RAY, United States Serial No. 77932889

3. DOUBLEMYSPEED, United States Serial No. 77831517

4. CYBERDEFENDER REGISTRY CLEANER

5. CYBERDEFENDER EARLY DETECTION CENTER

6. CYBERDEFENDER REGISTRY CLEANER

7. CYBERDEFENDERULTIMATE 2008

8. CYBERDEFENDERCOMPLETE 2008

9. CYBERDEFENDER IDENTITY PROTECTION SERVICES

10. MYIDENTITYDEFENDER TOOLBAR

11. CYBERDEFENDERFREE

12. MYCLEANPC, United States Serial No. 77961498

13. FASTERPCFOR DUMMIES

14. PCSPEEDFOR DUMMIES

38

Schedule D

Products; Royalty

Territory in Which Product is Sold	Product	Amount of Royalty (perannual subscription)
Any jurisdiction within the Domestic Territory	CyberDefender Early Detection Center Ø Antispyware and Antivirus PC software with unlimited software and threat updates for 1 year.  Tier 1 and Tier 2 technical support included. Ø All software updates included	$2.50 *
	CyberDefender Early Detection Center Family Pak Ø Antispyware and Antivirus PC software with unlimited software and threat updates for 1 year.  Tier 1 and Tier 2 technical support included. Ø All software updates included. Ø Software bundle includes 5 licenses which can protect up to 5 PCs	$3.00 *
	CyberDefender Registry Cleaner Ø Analyzes and fixes broken PC registries and performs other PC optimization tasks. Ø Unlimited updates for 1 year.	$2.50 *
Any jurisdiction within the International Territory	CyberDefender Early Detection Center Ø Antispyware and Antivirus PC software with unlimited software and threat updates for 1 year.  Tier 1 and Tier 2 technical support included. Ø All software updates included	$4.00 *
	CyberDefender Early Detection Center Family Pak Ø Antispyware and Antivirus PC software with unlimited software and threat updates for 1 year.  Tier 1 and Tier 2 technical support included. Ø All software updates included. Ø Software bundle includes 5 licenses which can protect up to 5 PCs	$6.00 *
	CyberDefender Registry Cleaner Ø Analyzes and fixes broken PC registries and performs other PC optimization tasks. Ø Unlimited updates for 1 year	$4.50 *

*  This information has been omitted pursuant to a request for confidential treatment.  The redacted information has been filed separately with the Securities and Exchange Commission.

39

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 31, 2010, relating to the financial statements of CyberDefender Corporation, appearing in the Annual Report on Form 10-K of CyberDefender Corporation for the year ended December 31, 2009 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ KMJ Corbin & Company LLP

KMJ Corbin & Company LLP

Costa Mesa, California

June 30, 2010