EXHIBIT 2 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 18th, 2005 • Maxi Group Inc • Blank checks • New York
ARTICLE TWO Certificate of Incorporation, By-Laws and DirectorsMerger Agreement • March 10th, 2005 • Maxi Group Inc • Blank checks
SECURITY AGREEMENTSecurity Agreement • July 25th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
SECURITY AGREEMENT (this “Agreement”), dated as of June 28, 2006, by and among Enigma Software Group, Inc., a Delaware corporation (“Company”), and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund, II, LP, both Delaware Limited partnerships, as the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”) (sometimes hereinafter the Company and the Secured Party are collectively referred to as the “parties”).
EXHIBIT 10.3 EMPLOYMENT AGREEMENT Employment Agreement, dated as of November 15, 2004, between Alvin Estevez ("Executive") an individual residing at 102-30 66th Road, Forest Hills, NY 11375 and Enigma Software Group, Inc., a Delaware Corporation (the...Employment Agreement • February 18th, 2005 • Maxi Group Inc • Blank checks • New York
Enigma Software Group, Inc. This offering consists of $1,000,000 of the Company’s 5 Year Convertible Debentures convertible into the Company’s Common Stock. SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
Convertible Debentures of Enigma Software Group, Inc. (the “Company”) are being offered (the “Debentures”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D promulgated under the 1933 Act.
DEBENTURE AGREEMENTDebenture Agreement • June 30th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture Registration Rights Agreement • June 30th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 28, 2006, by and among Enigma Software Group, Inc., a company incorporated under the laws of state of Delaware (the “Company”), and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund, II, LP (collectively, the “Holder”).
WARRANT AGREEMENTWarrant Agreement • July 25th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
Enigma Software Group, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received from Dutchess Private Equities Fund, L.P. & Dutchess Private Equities Fund, II, L.P. (collectively, the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of fifteen million (15,000,000) shares of the Common Stock, $.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to the Conversion Price (as defined in the Debenture Agreement of this date between the Company and the Holder). The Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its original issuance (the "Expiration Date"), subject to the following terms and conditions:
EXHIBIT 10.2 EMPLOYMENT AGREEMENT Employment Agreement, dated as of November 15, 2004, between Colorado Stark ("Executive") an individual residing at 375 South End Avenue New York, NY 10280 and Enigma Software Group, Inc., a Delaware Corporation (the...Employment Agreement • February 18th, 2005 • Maxi Group Inc • Blank checks • New York
RECITALS --------Short Term Lease Agreement • February 18th, 2005 • Maxi Group Inc • Blank checks • New York
SEVERANCE AGREEMENTSeverance Agreement • February 23rd, 2009 • City Loan, Inc • Short-term business credit institutions • Nevada
This Severance Agreement (the “Agreement”) is made effective as of the10th day of February, 2009 (the “Effective Date”) between City Loan, Inc., a Nevada corporation (the “Company”), William R. Atkinson and Associates, Inc. (“WRA&A”), and William R. Atkinson (“Atkinson” and hereinafter with WRA&A called the “Atkinson Parties”).
Jesup & Lamont SECURITIES CORPORATION NEW YORK, NY 10019Financial Advisory Agreement • September 28th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • New York
The purpose of this letter of agreement (the “Agreement”) is to confirm the engagement of Jesup & Lamont Securities Corporation (“Jesup & Lamont”} as exclusive financial advisor to Enigma Software Group, together with its affiliates, subsidiaries (the “Company”), in connection with a prospective Company reorganization, or recapitalization whether by way of merger, restructuring, tender or exchange offer, or otherwise (the “Transaction”). This letter supercedes all prior engagement agreements between the Company and Jesup & Lamont.
July 11, 2007 RE: Settlement of Liquidated DamagesSettlement Agreement • July 18th, 2007 • Enigma Software Group, Inc • Services-prepackaged software
The parties hereto by executing this settlement and release (the “Settlement”) hereby agree upon execution of final documentation of the documents described herein, to waive and release Enigma Software Group, Inc. (the “Company”) from its obligation to pay liquidated damages, lower the maximum conversion price, or be responsible for any of the default penalties for not making Payments as of the date of this Settlement, under the Transaction Documents between the Company and Dutchess Private Equities Fund, Ltd. as successor in interest to Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund, II, LP (“Dutchess”), in exchange for the following:
SHARE EXCHANGE AGREEMENT Among Enigma Software Group, Inc., Colorado Stark and Alvin Estevez Dated June 28, 2006Share Exchange Agreement • June 30th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • New York
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 28 day of June, 2006, by and between Enigma Software Group, Inc., a Delaware corporation (hereinafter referred to as “Enigma”), with offices at 2 Stamford Landing, Suite 100, Stamford, CT 06902 and the stockholders of Enigma listed below (collectively, the “Stockholders”), upon the following premises:
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2008 • City Loan, Inc • Services-prepackaged software • California
This Employment Agreement is made as of September 29, 2008 by and between City Loan, and its related businesses and affiliates (collectively the “Company”) and David Burke (the “Employee”)(collectively “the parties”).
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • April 18th, 2008 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2008, by and among Title America Corp., a Nevada corporation (the “Purchaser”), Enigma Software Group, Inc., a Delaware corporation (the “Company”) and the shareholders of the Company listed on Schedule 1 attached hereto (who shall execute this Agreement and who are collectively referred to as the “Sellers”).
End User License AgreementEnd User License Agreement • July 25th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Connecticut
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 6; WARRANTY IN SECTION 8 AND 9; AND LIABILITY IN SECTION 10. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
EXHIBIT 10.4 EMPLOYMENT AGREEMENT Employment Agreement, dated as of December 30th, 2004, between Richard M. Scarlata ("Executive") an individual residing at 2390 Palisade Avenue, Apt. 6E, Spuyten Duyvil, New York 10463 and Enigma Software Group, Inc.,...Employment Agreement • February 18th, 2005 • Maxi Group Inc • Blank checks • New York
PUBLISHER AGREEMENTPublisher Agreement • September 28th, 2006 • Enigma Software Group, Inc • Services-prepackaged software • Minnesota
This Agreement, entered into this 26th day of January 2005 between Reg.Net, Inc. (known hereinafter as “Reg.Net”) and Enigma Software Group, Inc. (known hereinafter as “Publisher”).
February 6, 2007Lock-Up Agreement • February 7th, 2007 • Enigma Software Group, Inc • Services-prepackaged software • New York
This letter agreement (this “Agreement”) relates to the Series A Convertible Preferred Stock, par value $.001 per share (the “Preferred Stock”) of Enigma Software Group, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Subscription Agreement between the Company and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund, II, LP (collectively, “Dutchess”), dated June 28, 2006 unless otherwise indicated.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 18th, 2008 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
THIS SHARE EXCHANGE AGREEMENT, dated as of April 14, 2008 (the “Agreement”), is made by and between Enigma Software Group, Inc., a Delaware corporation (“Enigma”), and Title America Corp., a Nevada corporation. (“Title America”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 18th, 2008 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2008 by and between Enigma Software Group USA, LLC, a Connecticut limited liability company (“Buyer”) and Enigma Software Group, Inc., a Delaware corporation, and its Subsidiaries (as such term is hereinafter defined) (“Seller”). The Buyer and Seller are hereinafter collectively referred to as the “Parties” and each a “Party” to this Agreement.
AMENDMENT AND WAIVERAmendment and Waiver • April 18th, 2008 • Enigma Software Group, Inc • Services-prepackaged software • Massachusetts
THIS AMENDMENT AND WAIVER (the “Amendment”) is made this 14th day of April, 2008, by and between Enigma Software Group, Inc. (“Enigma”), and Dutchess Private Equities Fund, Ltd. as successor in interest to Dutchess Private Equities Fund, L.P. and Dutchess Private Equities Fund II, L.P. (collectively, “Dutchess”).
