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Published on 12/2/2008 in the Prospect News PIPE Daily.

New Issue: Cyber Defense concludes $137 million placement of convertibles

By Devika Patel

Knoxville, Tenn., Dec. 2 - Cyber Defense Systems, Inc. settled a $137 million private placement of secured convertible notes on Nov. 24, according to an 8-K filed with the Securities and Exchange Commission.

The notes were sold to AJW Partners, LLC, AJW Master Fund, Ltd. and New Millennium Capital Partners II, LLC.

The 15% notes mature in two years and are convertible into shares at the lower of $0.0005 or the average of the three lowest trading prices of the company's stock for the 20 trading days before conversion.

The company may prepay the notes if no default exists, there are a sufficient number of shares available for conversion and the shares' market price is at or below $0.0005 per share.

The investors will also receive warrants for 50 million shares, which are exercisable at $0.0005 for seven years.

Proceeds will be used for debt repayment and working capital.

Based in St. Petersburg, Fla., Cyber Defense designs unmanned air vehicles used in homeland security.

Issuer:Cyber Defense Systems, Inc.
Issue:Secured convertible notes
Amount:$137 million
Maturity:Two years
Coupon:15%
Price:Par
Yield:15%
Conversion price:Lower of $0.0005 or the average of the three lowest trading prices for the 20 trading days before conversion
Warrants:For 50 million shares
Warrant expiration:Seven years
Warrant strike price:$0.0005
Investors:AJW Partners, LLC, AJW Master Fund, Ltd., New Millennium Capital Partners II, LLC
Announcement date:Dec. 2
Settlement date:Nov. 24
Stock symbol:OTCBB: CYDF
Stock price:$0.001 at close Dec. 1

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