SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible 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”).
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 AGREEMENTAssignment and Assumption 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 WAIVERAnd 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”).
