0001144204-07-005610 Sample Contracts

February 6, 2007
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.

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