SUBSTITUTION OF COLLATERAL AGREEMENT

Exhibit 10.1

SUBSTITUTION OF COLLATERAL AGREEMENT

THIS SUBSTITUTION OF COLLATERAL AGREEMENT (the “Agreement”) is entered into this 26th day of February, 2010, between UTEK Corporation, a Delaware corporation, and UTEK Real Estate Holdings, Inc. (“Holdings”), a Florida corporation (collectively, the “Borrower”), Xxxxxx 114, LLC, a Florida limited liability company (“Xxxxxx”), and Gators Lender, LLC, a Florida limited liability company (the “Lender”)

RECITALS

WHEREAS, Lender has made a loan (the “Loan”) in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) to Borrower pursuant to that certain Note and Warrant Purchase Agreement dated October 22, 2009, by and between Lender and Borrower (the “Purchase Agreement”);

WHEREAS, the Loan is evidenced by that certain Promissory Note dated October 22, 2009, made by Borrower in favor of Lender, in the original principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Note”);

WHEREAS, certain affiliates of Borrower, among other entities, agreed to guarantee the Loan pursuant to that certain Absolute Guaranty of Payment and Performance dated October 22, 2009 (the “Guaranty”);

WHEREAS, to secure the Guaranty, Xxxxxx gave to Lender that certain Mortgage and Security Agreement dated October 22, 2009 and recorded at O.R. Book 2693, Page 1931, of the Public Records of Hernando County, Florida (the “Xxxxxx Mortgage”), which encumbers certain vacant real property located in Hernando County, Florida, as more particularly described in the Xxxxxx Mortgage;

WHEREAS, the Guaranty is further secured by that certain UCC-1 Financing Statement recorded at O.R. Book 2693, Page 1957, of the Public Records of Hernando County, Florida and filed with the Florida Secured Transaction Registry as File No.: 200901436893 (collectively, the “Xxxxxx Financing Statement”);

WHEREAS, Borrower and Xxxxxx entered into that certain unrecorded Environmental Indemnity Agreement dated October 22, 2009, in favor of Lender (the “Xxxxxx Environmental Indemnity Agreement”); and

WHEREAS, Borrower and Xxxxxx now request that Lender release all of the property described in and encumbered by the Xxxxxx Mortgage and Xxxxxx Financing Statement (the “Released Collateral”) as collateral security for the Guaranty and allow the substitution of the collateral of Holdings, as more particularly described in this Agreement (the “Substituted Collateral”), to stand and serve as collateral security for the Borrowers’ obligations under the Note, and Lender is willing to do so upon the terms and conditions contained herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, intending their agreements to be made under seal:

1. Recitals. The above recitals are true and correct and are hereby incorporated into the text of this Agreement by reference as if they were herein set forth as agreements of the parties.

2. Released Collateral. In order to release the Released Collateral, Lender has executed and delivered to Xxxxxx, as of even date herewith, that certain Release of Mortgage (the “Release”) in the form attached hereto as Exhibit A, which is to be recorded in the Public Records of Hernando County, Florida. Lender further acknowledges and agrees that the UCC-3 Termination Amendment (the “UCC Termination”) in the form attached hereto as Exhibit B shall be filed with the Florida Secured Transactions Registry.

3. Termination of Xxxxxx Environmental Indemnity Agreement. Effective as of the date of this Agreement, Lender, Borrower, and Xxxxxx agree that the Xxxxxx Environmental Indemnity Agreement is terminated and shall be prospectively null and void, and Lender hereby unconditionally and irrevocably releases Borrower and Xxxxxx, and each of their respective successors, assigns, INSURERS, MEMBERS AND AFFILIATES, from any and all obligations under the Xxxxxx Environmental Indemnity Agreement.

4. Substituted Collateral. In order to pledge to Lender the Substituted Collateral, Holdings has executed and delivered to Lender, as of even date herewith, that certain Membership Interest Pledge Agreement (the “Pledge Agreement”) in the form attached hereto as Exhibit C, which is to encumber the Membership Interests of Xxxxxx as further described in the Pledge Agreement (the “Pledged Membership Interests”).

5. Note Amendment. Borrower shall execute the Amended and Restated Note in the form attached as Exhibit D to reflect revised repayment terms.

6. Ratification; Conflicting Provisions. Except as and only to the extent explicitly modified by the terms and provisions of this Agreement, all of the terms and provisions of the Purchase Agreement, Note, and Guaranty are ratified and confirmed in all respects and remain in full force and effect.

7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8. Notices. Any notices which any party may be required, or may desire, to give shall, unless otherwise specified, be in writing and shall be (i) hand delivered, effective upon receipt (ii) sent by United States Express Mail or by private overnight courier, effective upon receipt, or (iii) served by certified mail, postage prepaid, return receipt requested and addressed as follows:

In the case of Borrower to:

UTEK Corporation

UTEK Real Estate Holdings, Inc.

Attn: Xxx X. Xxxxxx, Esq.

0000 Xxxx Xxxx Xxxxxx

Xxxxx, Xxxxxxx 00000

In the case of Xxxxxx to:

Xxxxxx 114, LLC

Attn: Xxx X. Xxxxxx, Esq.

0000 Xxxx Xxxx Xxxxxx

Xxxxx, Xxxxxxx 00000

In the case of Ybor to:

Ybor City Group, Inc.

Attn: Xxx X. Xxxxxx, Esq.

0000 Xxxx Xxxx Xxxxxx

Xxxxx, Xxxxxxx 00000

In the case of Lender, to:

Gators Lender, LLC

Attn: Xxxxxx Xxxxxxxx, Sole Manager

0000 X. Xxxxxxxx Xxxx.

Xxxxx, Xxxxxxx 00000

With a copy to:

Hill Xxxx Xxxxxxxxx PA

000 Xxxx Xxxxxxx Xxxx, Xxxxx 0000

Xxxxx, Xxxxxxx 00000

Attn: Xxxxx X. Xxxxxx

or such other address(es) or addressee(s) as the party to be served with notice may have furnished to the other party.

9. Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter contained in this Agreement.

10. Amendment. This Agreement may be modified only by a written instrument signed by all the parties to this Agreement.

11. Governing Law. This Agreement and the terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida.

12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement.

13. Severability. All provisions contained in this Agreement are severable and the invalidity or unenforceability of any provision shall not affect or impair the validity or enforceability of the remaining provisions of the Agreement.

14. Recitals; Headings. The recitals set forth at the beginning of this Agreement shall be deemed to be a part of this Agreement. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(Signature Lines Begin on Following Page)

IN WITNESS WHEREOF, the parties have executed and delivered this Substitution of Collateral Agreement under seal on and as of the date first set forth above.

BORROWER:
UTEK Corporation,
a Delaware corporation
By:		/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx, as President
		[Corporate Seal]
UTEK Real Estate Holdings, Inc.,
a Florida corporation
By:		/s/ Xxx X. Xxxxxx
		Xxx X. Xxxxxx, as President
		[Corporate Seal]
XXXXXX:
Xxxxxx 114, LLC,
a Florida limited liability company
By:		UTEK Real Estate Holdings, Inc.,
		a Florida corporation, as Manager
		By:		/s/ Xxx X. Xxxxxx
				Xxx X. Xxxxxx, as President
				[Corporate Seal]
LENDER:
GATORS LENDER, LLC,
a Florida limited liability company
By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx, Authorized Agent

CONSENT OF GUARANTORS

The undersigned Guarantors consent to the foregoing transactions and confirm that the Absolute Guaranty of Payment and Performance dated October 22, 2009 remains in full force and effect in accordance with its terms.

GUARANTORS:
Xxxxxx 114, LLC, a Florida limited liability company
By:		UTEK Real Estate Holdings, Inc.,
		a Florida corporation, as Managing Member
		By:		/s/ Xxx X. Xxxxxx
				Xxx X. Xxxxxx, as President
Ybor City Group, Inc., a Florida corporation
By:		/s/ Xxx X. Xxxxxx
		Xxx X. Xxxxxx, as President
GUARANTOR: 22nd Street of Ybor City, Inc., a Florida corporation
By:		/s/ Xxx X. Xxxxxx
		Xxx X. Xxxxxx, as President
GUARANTOR: ABM of Tampa Bay, Inc., a Florida corporation
By:		/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx, as President

GUARANTOR:
UTEK Europe, Ltd., a United Kingdom corporation
By:		/s/ XXXX XXXXXXXXX
		Name:		XXXX XXXXXXXXX
		Title:		CEO