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Exhibit 99.1

 

SECOND WAIVER AND FORBEARANCE AGREEMENT

 

THIS SECOND WAIVER AND FORBEARANCE AGREEMENT (the “ Agreement ”), executed as of the 30th day of September, 2011 and effective as of the 23rd day of September 2011 (the “ Effective Date ”), by and among GR Match LLC, a Delaware limited liability company (“ GRM ”), and CyberDefender Corporation, a Delaware corporation (“ CyberDefender ”), is made with reference to the following facts:

 

A.           GRM and CyberDefender Corporation, a California Corporation (“ CyberDefender California ”) (as predecessor in interest to CyberDefender) entered into that certain Media and Marketing Services Agreement dated March 24, 2009, as amended (the “ First Media Services Agreement ”).

 

B.           GRM and CyberDefender California entered into that certain Loan and Securities Purchase Agreement dated as of March 31, 2010 (the “ Loan Agreement   and the loan made pursuant thereto, the “ Loan ”).  GRM agreed to advance the Loan to CyberDefender California on the terms and conditions set forth in the Security Agreement dated March 31, 2010 executed by CyberDefender California in favor of GRM (the “ Security Agreement ”) and the 9% Secured Convertible Promissory Note dated March 31, 2010 in the original principal amount of $5,300,000 issued by CyberDefender California in favor of GRM (the “ Promissory Note ”).  The Security Agreement, the Promissory Note and any other loan documents relating to the Loan are collectively referred herein as the “ Loan Documents .”

 

C.           GRM and CyberDefender entered into that certain Revolving Credit Loan Agreement dated December 7, 2010, effective December 3, 2010, in the principal amount not to exceed $5,000,000 (the “ Revolving Credit Loan Agreement ”).  The Revolving Credit Loan Agreement was entered into on the terms and conditions set forth therein, in the Revolving Credit Note dated December 3, 2010 (the “ Revolving Credit Note ”) and the Security Agreement dated December 7, 2010, to be effective as of December 3, 2010 (the “ Revolving Credit Security Agreement ”).

 

D.           GRM and CyberDefender entered into that certain Loan Modification Agreement dated February 25, 2011 (the “ Loan Modification Agreement ”), pursuant to which GRM and CyberDefender agreed to modify the indebtedness evidenced by the Revolving Credit Loan Agreement, the Revolving Credit Note and the Revolving Credit Security Agreement on the terms and conditions of the Amended and Restated 9% Secured Convertible Promissory Note, dated February 25, 2011 (the “ Amended and Restated Note ”).  The Loan Modification Agreement, the Revolving Credit Security Agreement, the Amended and Restated Note and any other loan documents relating to the Loan Modification Agreement are collectively referred herein as the “ Loan Modification Documents .”

 

E.           GRM and CyberDefender entered into that certain Media and Marketing Services Agreement dated July 19, 2011 (the “ Second Media Services Agreement ”).

 

F.           CyberDefender failed to make interest payments on the Promissory Note due and payable on July 1, 2011 and requested that GRM permit it to capitalize such interest payments.  CyberDefender failed to meet the requirements of Sections 5.17 and 5.18 of the Loan Agreement and has further requested that GRM agree to waive, during the Second Waiver Period (as defined below) only, any Event of Default resulting therefrom.  CyberDefender failed to perform its obligations as described in Section 7(a)(viii) of the Promissory Note and has further requested that GRM agree to waive, during the Second Waiver Period only, any Event of Default resulting therefrom.  CyberDefender is a defendant in the matter of Scott Wade v. CyberDefender Corporation et al. (case number BC431272 in the Superior Court of the State of California) (the “ Wade Litigation ”), and CyberDefender has further requested that GRM agree to waive, during the Second Waiver Period only, any Event of Default resulting therefrom or arising in connection therewith, including without limitation under Section 7(a)(xi) of the Promissory Note or Section 5.3 of the Loan Agreement.

 

 

 


 

 

G.           CyberDefender did not make interest payments on the Amended and Restated Note due and payable on July 1, 2011 and requested that GRM permit it to capitalize such interest payments.  CyberDefender failed to meet the requirements of Section 4.6(d) of the Loan Modification Agreement and has further requested that GRM agree to waive, during the Second Waiver Period only, any Event of Default resulting therefrom.  CyberDefender failed to perform its obligations as described in Section 7(a)(viii) of the Amended and Restated Note and has further requested that GRM agree to waive, during the Second Waiver Period only, any Event of Default resulting therefrom.  CyberDefender is a defendant in Wade Litigation, and CyberDefender has further requested that GRM agree to waive, during the Second Waiver Period only, any Event of Default resulting therefrom or arising in connection therewith, including without limitation under Section 7(a)(xi) of the Amended & Restated Note or Section 5.3 of the Loan Modification Agreement.

 

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