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”).
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:
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.
