Assignment and Assumption Agreement between Enclaves Group, Inc. and Investor Representatives

Summary

Enclaves Group, Inc. (the Seller) assigns and transfers all its rights and interests in certain transaction documents, including a Standby Equity Distribution Agreement and a Securities Purchase Agreement, to Enclaves Group, Inc., formerly known as Alliance Towers, Inc. (the Buyer). The Buyer accepts these assets and assumes all related investor liabilities as if it were the original party to the agreements. The Seller guarantees it owns the assets and will assist with any further documentation needed. The agreement is acknowledged by the investor representatives and binds all parties and their successors.

EX-10.5 6 ex105to8k06199_11092005.htm sec document

 Exhibit 10.5 ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THAT ENCLAVES GROUP, INC., a Delaware corporation (the "SELLER"), as of July 1, 2005, for and in consideration for the assumption by ENCLAVES GROUP, INC., F/K/A ALLIANCE TOWERS, INC. (the "BUYER") of all rights and obligations of the Seller pursuant to that Standby Equity Distribution Agreement and that certain Securities Purchase Agreement (the "TRANSACTION DOCUMENTS") each dated as of DECEMBER 28, 2004, by and between Seller and the Investors thereunder (collectively, the "INVESTOR"), and all convertible debentures and other agreements executed or delivered in connection therewith (collectively, the "INVESTOR LIABILITIES"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, has: GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED AND DELIVERED and does by these presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER unto the Buyer, all right, title and interest of Seller in and to the Transaction Documents, subject to the Investor Liabilities (the "PURCHASED ASSETS"). TO HAVE AND TO HOLD, the Purchased Assets and all such other property as is hereinabove described unto Buyer and Buyer's successors, legal representatives and assigns, forever. AND Seller does covenant to and with Buyer that it is the lawful owner of the Purchased Assets; that, with the exception of the Investor Liabilities, they are free from all liens and encumbrances; that subject to the terms and conditions of the Investor Liabilities, Seller has good right to sell the same; that it will defend the same from the claims of all others; and that it has not previously assigned, conveyed or transferred any Purchased Asset. Within five (5) business days after Buyer's request, Seller shall execute and deliver to Buyer or any designee of Buyer any and all such further documents as Buyer may reasonably require to effectuate the transfer, assignment and conveyance contemplated hereby, including without limitation, any and all documents required by any governmental entity or any third party. By its execution hereof, Buyer hereby accepts the transfer, assignment and conveyance of the Purchased Assets subject only to the Investor Liabilities and expressly assumes all of the Investor Liabilities as if the Buyer had been the original signatory to the Transaction Documents and all agreements executed or delivered in connection therewith. Seller shall remain liable to the Investor under the terms of the Investor Liabilities. All of the covenants, terms and conditions set forth herein shall be binding upon, and inure to the benefit of, the parties hereto, and their respective successors, personal and legal representatives, heirs, devisees and assigns. This Assignment and Assumption Agreement is made subject to the acknowledgment of the undersigned Investor representatives.  IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and Assumption Agreement as of the date first above written. SELLER: ENCLAVES GROUP, INC. By: /s/ Daniel G. Hayes ------------------------------------ Name: Daniel G. Hayes Title: President and CEO BUYER: ENCLAVES GROUP, INC. By: /s/ Daniel G. Hayes ------------------------------------ Name: Daniel G. Hayes Title: President and CEO ACKNOWLEDGEMENT: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------- Name: MARK ANGELO Title: Portfolio Manager MONTGOMERY EQUITY PARTNERS, LTD. By: /s/ Mark Angelo ------------------------- Name: MARK ANGELO Title: Portfolio Manager HIGHGATE HOUSE FUNDS, LTD. By: /s/ Mark Angelo ------------------------- Name: MARK ANGELO Title: Portfolio Manager 2