EXECUTION
COPY
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT (this “Agreement”) is entered
into as of April 19, 2007 by and between SDS Capital Group SPC,
Ltd. (“Assignor”), and Universal Property Development
& Acquisition Corporation (“Assignee”), pursuant to
that certain Note Purchase Agreement (the “Note Purchase
Agreement”) dated as of April 19, 2007 by and among Assignor,
BayStar Capital II, L.P., and the Assignee. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them
in the Note Purchase Agreement.
BACKGROUND
The Assignor and Assignee have entered into the
Note Purchase Agreement pursuant to which the Assignor has agreed
to transfer, assign, convey and set over unto the Assignee all of
Assignor’s respective rights, title and interest in the Notes
held by Assignor and the SDS Security Agreement.
Pursuant to the terms and conditions of the Note
Purchase Agreement, Assignee has agreed to accept such assignment
and to assume and agree to perform, pay, observe, fulfill and
discharge any obligations under the Notes and the SDS Security
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and in the Note Purchase
Agreement, the parties hereto, intending to be legally bound, agree
as follows:
1. Assignment . Subject to
the terms and conditions of the Note Purchase Agreement, Assignor
hereby transfers, assigns, conveys and sets over unto Assignee all
of Assignor’s respective rights, title and interest in the
Notes held by the Assignor (as reflected on Schedule 2.1 to the
Note Purchase Agreement) and the SDS Security Agreement.
2. Assumption . Subject to
the terms and conditions of the Note Purchase Agreement, Assignee
hereby accepts such assignment and does hereby assume and agree to
perform, pay, observe, fulfill and
