Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November ___, 2005, by and between ENCLAVES GROUP, INC. (f/k/a Alliance Towers, Inc.), a Delaware...Registration Rights Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
A-1Security Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
RECITALS:Termination Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
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...Assignment and Assumption Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
GUARANTYGuaranty • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
Exhibit 10.9 ASSIGNMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that on this 12th day of August, 2005, MONTGOMERY EQUITY PARTNERS, LTD. (the "ASSIGNOR") does hereby agree to the following for and in consideration of the sum of $1,881,660.77 and...Assignment Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
Dated as of: November __, 2005 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Enclaves Group, Inc. (f/k/a Alliance Towers, Inc.), a Delaware corporation (the...Placement Agent Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • Florida
DATED: NOVEMBER 9, 2005 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Debenture Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
Exhibit 10.11 AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November __, 2005, by and among ENCLAVES GROUP, INC. (f/k/a Alliance Towers, Inc.), a...Investor Registration Rights Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
Exhibit 10.1 AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the ___ day of November 2005 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and ENCLAVES...Standby Equity Distribution Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
Exhibit 10.4 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS November __, 2005 Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 RE: ENCLAVES GROUP, INC. Ladies and Gentlemen: Reference is made to that certain Securities...Irrevocable Transfer Agent Instructions • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
