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/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and CEO
BUYER:
ENCLAVES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and CEO
ACKNOWLEDGEMENT:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-------------------------
Name: XXXX XXXXXX
Title: Portfolio Manager
XXXXXXXXXX EQUITY PARTNERS, LTD.
By: /s/ Xxxx Xxxxxx
-------------------------
Name: XXXX XXXXXX
Title: Portfolio Manager
HIGHGATE HOUSE FUNDS, LTD.
By: /s/ Xxxx Xxxxxx
-------------------------
Name: XXXX XXXXXX
Title: Portfolio Manager
2
