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
Exhibit 10.6 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of December 28, 2004 by ENCLAVES GROUP, INC., a Delaware corporation (the "COMPANY"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Escrow Agreement • November 29th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE dated April 27, 2005 by and among ALLIANCE TOWERS, INC. a Florida Corporation ROBERT C. SANDBURGStock Purchase Agreement • May 2nd, 2005 • Alliance Towers Inc • Non-operating establishments • Delaware
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") dated as of December 28, 2004 by and among ENCLAVES GROUP, INC., a Delaware corporation (the "Company") and the Buyers listed on Schedule I attached...Securities Purchase Agreement • November 29th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
RECITALS:Agreement and Plan of Merger • November 29th, 2005 • Enclaves Group Inc • Non-operating establishments • Florida
Exhibit 10.15 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of November __, 2005, by and between ENCLAVES GROUP, INC., a Delaware corporation (the...Security Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
Exhibit 10.6 ASSIGNMENT AND ASSUMPTION AGREEMENT [Amended and Restated] THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (Amended and Restated) (this "Assumption Agreement") is made by and between Grand Oaks Development, LLC, a South Carolina limited...Assignment and Assumption Agreement • December 22nd, 2005 • Enclaves Group Inc • Real estate
Exhibit 10.4 LOAN AGREEMENT This Loan Agreement is executed as of the 9th day of December, 2005 by and between the Borrower, who hereby agrees to borrow, and the Lender, who hereby agrees to lend, the Loan Amount subject to and in accordance with the...Loan Agreement • December 15th, 2005 • Enclaves Group Inc • Real estate
EXHIBIT 10.6Alliance Towers Inc • December 29th, 2003 • Non-operating establishments
RECITALS:Termination Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
EXHIBIT 10.14 CONSULTING AGREEMENT This agreement ("Agreement") is made and entered into this 23rd day of March 2004, between Alliance Towers Inc., a Florida corporation (the "Company") and David Propis (the "Consultant"). In consideration of and for...Consulting Agreement • July 16th, 2004 • Alliance Towers Inc • Non-operating establishments • New York
EXHIBIT 10.01 ------------- EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT ("the AGREEMENT") is made and entered into on April 10, 2000 by and between AUGUST PROJECT 1 CORP., a Florida corporation...Employment Agreement • May 22nd, 2000 • August Project I Corp • Non-operating establishments • Florida
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: 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...Securities Purchase Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
EXHIBIT 10.9 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS May 25, 2004 Transfer Online Inc. 317 S.W. Alder Street Portland, Oregon 97204 Attention: Sally Floucher RE: ALLIANCE TOWERS INC. Ladies and Gentlemen: Reference is made to that certain Securities...Alliance Towers Inc • July 16th, 2004 • Non-operating establishments
RECITALS:Guaranty Agreement • November 29th, 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...Securities Purchase Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments
GUARANTYGuaranty • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
Exhibit 10.1 CVI CLEARVISION, INC. PUBLIC RELATIONS dba BUSINESSNEWSWIRE.COM 1875 CENTURY PARK EAST, SUITE 1000, 10TH FLOOR, LOS ANGELES, CA 90067 T: 310-286-9400/F: 310-286-9410 This Agreement is entered into on the 20th day of June 2005 by and...Enclaves Group Inc • June 23rd, 2005 • Non-operating establishments • California
RECITALS:Stock Purchase Agreement • May 22nd, 2000 • August Project I Corp • Non-operating establishments • Florida
EXHIBIT 10.4 ALLIANCE TOWERS INC. PLACEMENT AGENT AGREEMENTAgent Agreement • July 16th, 2004 • Alliance Towers Inc • Non-operating establishments • Florida
Exhibit 10.2 INSTRUMENT PREPARED BY, RECORD AND RETURN TO: SCOTT A. ELK, ESQ. ELK, BANKIER, CHRISTU & BAKST LLP 4800 N. Federal Hwy., #200-E Boca Raton, Florida 33431 MORTGAGE AND SECURITY AGREEMENT THIS IS A BALLOON MORTGAGE SECURING A FIXED RATE...Mortgage and Security Agreement • December 15th, 2005 • Enclaves Group Inc • Real estate
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
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: MAY 17, 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...Security Agreement • May 23rd, 2005 • Alliance Towers Inc • Non-operating establishments
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...Equity Distribution Agreement • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
A-1Amended And • November 16th, 2005 • Enclaves Group Inc • Non-operating establishments • New Jersey
EXHIBIT 2.01 RESCISSION AGREEMENT AND MUTUAL RELEASE --------------------------------------- THIS RESCISSION AGREEMENT AND MUTUAL RELEASE (the "AGREEMENT") is made and entered into as of July 13, 2000, by and among USWEBAUCTIONS, INC., f/k/a August...Rescission Agreement • July 21st, 2000 • August Project I Corp • Non-operating establishments
Agreement for Consulting Services This Agreement (the "Agreement"), effective May 1, 2004, is made an entered into by and between Alliance Tower Corporation (the "Company") and Bottom Line Advisors, Inc., a Delaware Corporation (the "Consultant")....Agreement for Consulting Services • July 16th, 2004 • Alliance Towers Inc • Non-operating establishments • Texas
Exhibit 10.1 ASSIGNMENT OF CONTRACT THIS ASSIGNMENT OF CONTRACT (this "Assignment") is made as of the 2nd day of September, 2005 (the "Assignment Date"), by NORTH CAROLINA DEVELOPMENT PARTNERS, LLC, a North Carolina limited liability company (the...Assignment of Contract • September 13th, 2005 • Enclaves Group Inc • Non-operating establishments
THIS ASSIGNMENT OF CONTRACT (this "Assignment") is made as of the 2nd day of September, 2005 (the "Assignment Date"), by NORTH CAROLINA DEVELOPMENT PARTNERS, LLC, a North Carolina limited liability company (the "Assignor"), to ENCLAVES GROUP, INC., a Delaware corporation (the "Assignee"), regarding the Property to be acquired by the Purchaser under that certain Real Estate Purchase and Sale Agreement made effective as of August 22, 2005 (as currently in effect, the "Purchase Contract"), by and between Assignor as "Purchaser" and PILOT DEVELOPERS, LLC, a North Carolina limited liability company, as "Seller", the Property being those certain parcels of land containing approximately One Hundred Fifty Three (153) acres identified as Tax Map Parcel Nos. 058-088 and 531-065-00, located at Stokes Ferry & Earnhardt Roads in the City of Salisbury, in Rowan County, North Carolina, commonly known as the "Drummond Village" Property, together with improvements described as part of the "Property" in
RECITALS: --------Stock Purchase Agreement • February 24th, 2000 • August Project I Corp • Florida
RECITALS:Stock Purchase Agreement • August 20th, 2001 • August Project I Corp • Non-operating establishments • New York
STATE OF SOUTH CAROLINA ) MORTGAGE, SECURITY AGREEMENT ) AND FINANCING STATEMENT COUNTY OF LEXINGTON )Mortgage, Security Agreement and Financing Statement • December 15th, 2005 • Enclaves Group Inc • Real estate • South Carolina
LOAN AGREEMENTLoan Agreement • January 23rd, 2006 • Enclaves Group Inc • Real estate • Florida
This Agreement dated January 18, 2006, is made by and between ENCLAVES OF EAGLE NEST LLC, a Florida limited liability company (“Borrower”) and ORION BANK, including its successors and assigns (“Bank”).
AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 26th, 2005 • Enclaves Group Inc • Non-operating establishments
THIS AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of the 20th day of October, 2005, is made by and between PILOT DEVELOPERS, LLC, a North Carolina limited liability company, and ENCLAVES GROUP, INC., a Delaware corporation, and its successors or assigns (the “Purchaser”).
