1 EXHIBIT 10.4 CONSULTING AGREEMENT (GERALD A. PAXTON) This Consulting Agreement (the "Agreement"), entered into as of the 10th day of August, 1999, is by and among CollegeLink.com Incorporated, a Delaware corporation (the "Company"), Cytation.com...Consulting Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services
1 EXHIBIT 10.2 ESCROW AGREEMENT This Escrow Agreement dated as of August 10, 1999 (this "Agreement") is made by and among (i) Cytation.com Incorporated, a New York corporation ("Parent"), (ii) Gerald A. Paxton ("Paxton") and Thomas J. Burgess...Escrow Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services • Massachusetts
RECITALSAgreement and Plan of Merger • March 3rd, 2000 • Collegelink Com Incorp • Services-computer programming services • Delaware
EXHIBIT 10.01 AGREEMENT AND PLAN OF MERGER --------------------------Merger Agreement • July 28th, 2006 • Deer Valley Corp • Mobile homes • Florida
This Share Exchange Agreement (the "AGREEMENT") dated as of November 16, --------- 2006 is by and between Deer Valley Corporation, a Florida corporation (the "COMPANY"), having a principal place of business at 4902 Eisenhower Blvd., Suite ------- 185,...Share Exchange Agreement • November 20th, 2006 • Deer Valley Corp • Mobile homes • Florida
Deer Valley Corporation, a Florida corporation (the "COMPANY"), hereby certifies that, for value received, VICIS CAPITAL MASTER FUND (the "HOLDER"), or registered assigns, is the registered holder of a warrant (the "WARRANT") to subscribe for and...Warrant Agreement • November 20th, 2006 • Deer Valley Corp • Mobile homes • Florida
This INVESTOR RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of --------- January , 2006, by and among Cytation Corporation, a Delaware corporation ----- (the "COMPANY"), each of the persons identified as Series A investors on ------- Exhibit...Investor Rights Agreement • January 25th, 2006 • Cytation Corp • Services-management consulting services • Florida
1 EXHIBIT 1.2 WARRANT AGREEMENT By and Between COLLEGELINK.COM INCORPORATEDWarrant Agreement • January 20th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
RECITALSMerger Agreement • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services • Delaware
EXHIBIT 10.7 FIRST AMENDMENT TO PLACEMENT AGENT AGREEMENT This FIRST AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as of November 8, 2005 (the "AMENDMENT"), is made by and among DEERVALLEY ACQUISITIONS CORP., a Florida corporation...Placement Agent Agreement • February 15th, 2006 • Cytation Corp • Mobile homes • Florida
1 EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of July 28, 1999 (this "Agreement") is made by and among Cytation.com Incorporated, Inc., a New York corporation (the "Corporation"), and USA Group Noel-Levitz,...Registration Rights Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services • Massachusetts
RECITALSSupport Agreement • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services • Delaware
AGREEMENTCollaboration Agreement • October 21st, 1999 • Cytation Com Inc • Services-computer programming services • New York
Exhibit 10.31 COLLEGELINK.COM INCORPORATED CONSULTING AGREEMENT In consideration of the agreement of COLLEGELINK.COM INCORPORATED (the "Company") to retain Bradford J. Baker as an independent consultant to provide the services for the term and at the...Consulting Agreement • November 20th, 2000 • Collegelink Com Incorp • Services-business services, nec • Rhode Island
1 Exhibit 1.3 CRUTTENDEN ROTH INCORPORATED 24 CORPORATE PLAZA NEWPORT BEACH, CALIFORNIA 92660 CONSULTING AGREEMENTConsulting Agreement • January 20th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
2 - 3 Employment Agreement), this option shall become immediately exercisable in full and shall terminate if not exercised within one year of the date of termination, unless sooner terminated by reason of Paragraph 2(a) hereof.Stock Option Agreement • March 3rd, 2000 • Collegelink Com Incorp • Services-computer programming services • Delaware
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 25th, 1999 • Cytation Com Inc • Services-computer programming services • Delaware
EXHIBIT 10.01 STATE OF ALABAMA COUNTY OF MARION SALES CONTRACT The Undersigned Purchaser Deer Valley Homebuilders, Inc., an Alabama corporation, hereby agrees to purchase and the Undersigned Seller Steve Logan hereby agrees to sell the following...Sales Contract • April 24th, 2006 • Cytation Corp • Mobile homes
Exhibit 10.08 THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN...Warrant Agreement • June 8th, 2006 • Cytation Corp • Mobile homes • Florida
Exhibit 1.3 CRUTTENDEN ROTH INCORPORATED 24 CORPORATE PLAZA NEWPORT BEACH, CALIFORNIA 92660 CONSULTING AGREEMENT --------------------Consulting Agreement • January 11th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
L E A S ELease Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services • Rhode Island
Exhibit 2.4 SCHEDULES AND EXHIBITS OMITTED FROM THE AGREEMENT AND PLAN OF MERGER AS FILED HEREWITH 1 Escrow Agreement 2 Registration Agreement 3 Paxton Employment Agreement 4 Paxton Option Agreement 5 Opinion of Counsel to ECI, Inc. 6 List of...Agreement and Plan of Merger • August 25th, 1999 • Cytation Com Inc • Services-computer programming services
Exhibit 10.4 CONTINUING GUARANTY DEERVALLEY ACQUISITIONS CORP. For the purpose of inducing FIFTH THIRD BANK, a Michigan banking corporation, hereinafter referred to as the "Lender," to loan to DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation,...Continuing Guaranty • April 18th, 2006 • Cytation Corp • Mobile homes
ARTICLE 1Debt Exchange Agreement • June 8th, 2006 • Cytation Corp • Mobile homes • Florida
To secure the payment of an indebtedness in the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), lawful money of the United States of America, to be paid with interest, with the balance of the indebtedness, if not sooner paid, due and...Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • June 1st, 2006 • Cytation Corp • Mobile homes • Alabama
RECITALS:Revolving Credit Loan and Security Agreement • April 18th, 2006 • Cytation Corp • Mobile homes • Florida
1.1 Annual Price Adjustment. For each Earnout Year (as defined below), ----------------------- the Buyer shall accrue a liability in an amount equal to: (a) the Net Income - Before Taxes of Deer Valley for such Earnout Year (as determined pursuant to...Earnout Agreement • January 25th, 2006 • Cytation Corp • Services-management consulting services • Alabama
2- 3 sheet pursuant to Rule 434(b) or (c), as applicable, prior to the time that a confirmation is sent or given for purposes of Section 2(10)(a) of the Act, the term "Prospectus" shall mean the "prospectus subject to completion" (as defined in Rule...Underwriting Agreement • January 20th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
Exhibit 10.15 Cruttenden Roth Incorporated As Representative of the Underwriters 24 Corporate Plaza Newport Beach, CA 92660 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the...Underwriting Agreement • January 11th, 2000 • Collegelink Com Incorp • Services-computer programming services • Delaware
Exhibit 10.27 AMENDMENT TO EMPLOYMENT AGREEMENT Reference is made to the Employment Agreement entered into as of February 11, 1999 between Cytation.com Incorporated and Richard A. Fisher (the "Employment Agreement"). The Employment Agreement is hereby...Employment Agreement • January 11th, 2000 • Collegelink Com Incorp • Services-computer programming services
Exhibit 10.26 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), entered into as of the 1st day of July, 1999, is by and among Cytation.com Incorporated, a New York corporation ("Cytation"), CollegeLink.com Incorporated, a Delaware...Employment Agreement • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services
COMMON STOCKUnderwriting Agreement • January 11th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
EXHIBIT 10.01 LOAN AGREEMENT THIS LOAN AGREEMENT (the "Loan Agreement") is made as of this _____ day of May, 2006, among FIFTH THIRD BANK, an Ohio banking corporation, having a mailing address of 38 Fountain Square Plaza, MD 109058, Cincinnati, Ohio...Loan Agreement • June 1st, 2006 • Cytation Corp • Mobile homes
LOCK UP LETTERLock Up Letter • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services
1 COLLEGELINK.COM INCORPORATED 1999 STOCK OPTION PLAN STOCK OPTION AGREEMENT This Agreement is by and between CollegeLink.com Incorporated, a Delaware corporation (the "Company"), and Patrick S. O'Brien (the "Optionee"). W I T N E S S E T H: 1....Stock Option Agreement • March 3rd, 2000 • Collegelink Com Incorp • Services-computer programming services
