Exhibit 10.9
ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that on this 12th day of August, 2005,
XXXXXXXXXX EQUITY PARTNERS, LTD. (the "ASSIGNOR") does hereby agree to the
following for and in consideration of the sum of $1,881,660.77 and other good
and valuable consideration received from the persons listed on EXHIBIT "A"
hereto (the "ASSIGNEE"):
1. DEBENTURES. Assignor is the legal and beneficial owner of that
certain Amended and Restated Secured Debenture dated as of May 16, 2005 in the
original principal amount of $3,781,130 (the "DEBENTURES"), delivered by
Enclaves Group, Inc. (the "COMPANY") to the Assignor. The Assignor hereby
absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes
and transfers to the Assignee ONE MILLION EIGHT HUNDRED EIGHTY ONE THOUSAND SIX
HUNDRED SIXY AND 77/100 DOLLARS ($1,881,660.77) of the Debenture and all of its
rights thereunder, including without limitation the right to collect from the
Company the principal amounts outstanding thereunder as of the date hereof as
set forth opposite Assignee's name on EXHIBIT "A," plus accrued but unpaid
liquidated and interest thereunder. This assignment is made free and clear of
any and all claims, liens, demands, restrictions or encumbrances of any kind
whatsoever. The Assignor shall hereby return the original Debentures to the
Assignee upon the execution of this Agreement.
2. REPRESENTATIONS AND WARRANTIES. The Assignor hereby represents and
warrants to and covenants with the Assignee that the Assignor has full right and
authority to enter into and perform their obligations under this Assignment.
3. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and all
other documents which are, in the opinion of the Assignee or its counsel,
necessary to carry out the terms and conditions of this Assignment.
4. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Assignment Agreement
shall be effective as of the date first written above. This Assignment
Agreement, and acceptance of same, may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Confirmation of execution by telex or by
telecopy or telefax of a facsimile signature page shall be binding upon that
party so confirming.
IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement
on the day and year first above written.
[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]
THE ASSIGNOR:
XXXXXXXXXX EQUITY PARTNERS, LTD.
By: /s/ Xxxxxx Press
------------------------------------
Name: Xxxxxx Press
Its: Portfolio Manager
ACCEPTANCE OF ASSIGNMENT
The undersigned, being the Assignee set forth above, does hereby
acknowledge and accept the foregoing Assignment on this 12th day of August,
2005.
ASSIGNEE:
HIGHGATE HOUSE FUNDS, LTD.
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Its: Portfolio Manager
CONSENT
Enclaves Group, Inc. hereby consents to the assignment of the Debentures from the Assignor to the
Assignee.
Enclaves Group, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Its: President & CEO
EXHIBIT "A"
Original Principal
Assignee Name: Debenture Amount Assigned: Purchase Price:
-------------- --------- ---------------- ---------------
Highgate House Funds, Ltd. May 16, 2005 $1,881,660.77 $1,881,660.77
TOTAL $1,881,660.77 $1,881,660.77
