Exhibit 10.7
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into
effective as of November ___, 2005, by and between ENCLAVES GROUP, INC., (F/K/A
ALLIANCE TOWERS, INC.) a Delaware corporation (the "COMPANY"), and CORNELL
CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR").
RECITALS:
WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "STANDBY EQUITY DISTRIBUTION"); a Registration
Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"); an Escrow Agreement (the
"ESCROW AGREEMENT"); a Placement Agent Agreement (the "PLACEMENT AGENT
AGREEMENT"); and Compensation Debenture (the "COMPENSATION DEBENTURE"), all of
which are dated May 25, 2004 (collectively, the Standby Equity Distribution
Agreement, the Registration Rights Agreement, the Escrow Agreement, Placement
Agent Agreement and Compensation Debenture are referred to as the "TRANSACTION
DOCUMENTS").
NOW, THEREFORE, in consideration of the promises and the mutual
promises, conditions and covenants contained herein and in the Transaction
Documents and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. TERMINATION. Each of the parties to this Agreement hereby
terminate the Transaction Documents and the respective rights
and obligations contained therein. As a result of this
provision, none of the parties shall have any rights or
obligations under or with respect to the Transaction
Documents.
2. FEES. The Investor shall retain all fees contained in Section
12.4 of the Standby Equity Distribution Agreement.
3. COMPENSATION DEBENTURE. The Compensation Debenture dated May
25, 2004 in the principal amount of Four Hundred Ninety
Thousand Dollars ($490,000) is hereby terminated and none of
the parties shall have any rights or obligations under or with
respect to the Compensation Debenture. The Investor shall
return the original Compensation Debenture to the Company
within ten (10) days of this Agreement.
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IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
ENCLAVES GROUP, INC. CORNELL CAPITAL PARTNERS, LP
By:/s/ Xxxxxx X. Xxxxx
---------------------------- By: Yorkville Advisors, LLC
Name: Xxxxxx X. Xxxxx Its: General Partner
Title: President & CEO
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
