Exhibit 10.1
ASSIGNMENT OF CONTRACT
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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
▇▇▇-▇▇▇-▇▇, located at ▇▇▇▇▇▇ Ferry & ▇▇▇▇▇▇▇▇▇ Roads in the City of Salisbury,
in Rowan County, North Carolina, commonly known as the "▇▇▇▇▇▇▇▇ Village"
Property, together with improvements described as part of the "Property" in the
Purchase Contract and incorporated herein by reference (the "Property").
The parties understand and agree that this Assignment is subject to
confirmation that the Seller has executed and delivered a consent to this
Assignment under Section 13(b) of the Purchase Contract and that as of and from
the Effective Date of this Assignment the Seller acknowledges the Assignee as
"Purchaser" under the Purchase Contract. On the Assignment Date Assignee has
tendered Twenty Five Thousand Dollars ($ 25,000) to Lawyers Title Insurance
Company to constitute the "Deposit" under the Purchase Contract upon
satisfaction of this condition precedent.
IN CONSIDERATION of the Assignee's undertaking to pay to the Seller, in
discharge of Assignor's obligation under Purchase Contract, the sum of Five
Million Dollars ($5,000,000) and pay the Deposit and settlement costs and
perform the other obligations of the Purchaser under the Purchase Contract,
together with the other covenants, warranties, indemnities, releases, payments,
and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged and accepted by the Assignor, and to pay the Assignor the sum
of Fifty Dollars ($50.00) on the Closing Date (the "Assignment Fee"), due and
payable on closing of the sale and Assignee (or its designee) receiving title to
the Property, the Assignor hereby ASSIGNS, TRANSFERS, CONVEYS, and DELIVERS, and
the Assignee hereby accepts, the entire right, title, and interest of the
Assignor in the Purchase Contract and the Property, and in the other related
rights and proceeds (together the "Assigned Property") TO HAVE AND TO HOLD unto
the Assignee, its successors and assigns, to WARRANT and TO FOREVER DEFEND, all
and singular, title to the Assigned Property, unto the Assignee, its successors
and assigns, against each and every person whomsoever lawfully claiming or to
claim the Assigned Property, or any part thereof, by, through, or under the
Assignor; provided further that Assignor covenants that it will upon request of
Assignee do, execute, acknowledge, and deliver, or will cause to be done,
executed, acknowledged, or delivered, all such further acts, deeds, conveyances,
and assurances as may reasonably be required for the better conveying,
transferring, assuring, and confirming the return of the Assigned Property to
the Assignee.
IN FURTHER CONSIDERATION of the Assignor entering into this Assignment, the
Assignee hereby agrees, in the event Assignee has not affirmatively committed to
proceeding to Closing on or before the date five (5) business days before the
expiration of the Feasibility Period (as and if extended), upon Assignor request
and immediate refunding to escrow of any and all deposits made by or on behalf
of Purchaser under the Purchase Contract or any related escrow agreement,
Assignee will reassign the Purchase Contract to Assignor if Assignee elects to
terminate or otherwise would allow it to terminate at the end of the Feasibility
Period.
Assignment of Contract North Carolina Development Partners, LLC
(▇▇▇▇▇▇▇▇ Village, Rowan County, NC) Enclaves Group, Inc.
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IN WITNESS WHEREOF the undersigned authorized representatives have executed
and delivered this Assignment intending the parties to be legally bound hereby
as and for the date hereinbelow set as the acceptance date by the Assignee (the
"Effective Date").
ASSIGNOR: ASSIGNEE:
NORTH CAROLINA
DEVELOPMENT PARTNERS, LLC ENCLAVES GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Manager Its: President
Date: September 2, 2005 Acceptance
Date: September 12, 2005
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