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”).
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:
