CONTINUING GUARANTY DEER VALLEY CORPORATIONContinuing Guaranty • August 14th, 2007 • Deer Valley Corp • Mobile homes
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, hereinafter referred to as the "Borrower," the maximum sum of $5,000,000.00, the undersigned, hereinafter referred to as "Guarantor," whether one or more, jointly and severally if more than one, does hereby unconditionally guaranty to Lender that: (a) Borrower will duly and punctually pay or perform all indebtedness, obligations and liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent of Borrower to Lender now or hereafter owing or incurred (including without limitation costs and expenses incurred by Lender in attempting to collect or enforce any of the foregoing) which are chargeable to Borrower either by law or under the terms of Lender's arrangements with Borrower relative to the above mentioned loan, hereinafter collectively referred to as the "Obligatio
ContractWarrant Agreement • August 14th, 2007 • Deer Valley Corp • Mobile homes • Florida
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 EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
REVOLVING BRIDGE LOAN AND SECURITY AGREEMENTRevolving Bridge Loan and Security Agreement • August 14th, 2007 • Deer Valley Corp • Mobile homes • Florida
THIS REVOLVING BRIDGE LOAN AND SECURITY AGREEMENT (this "Loan Agreement") is made as of this ______ day of August, 2007, among FIFTH THIRD BANK, a Michigan banking corporation, having a mailing address of 201 East Kennedy Blvd., Suite 1800, Tampa, Florida 33602 (the "Bank"), DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation authorized to do business in the State of Florida (the "Borrower"), having its principal place of business at 205 Carriage Street, Guin, Alabama 35563, and DEER VALLEY CORPORATION, a Florida corporation, having a mailing address of 4902 Eisenhower Boulevard, Suite 185, Tampa, Florida 33634 (the "Guarantor").
REVOLVING BRIDGE NOTE (the "Note")Revolving Bridge Note • August 14th, 2007 • Deer Valley Corp • Mobile homes
FOR VALUE RECEIVED, the undersigned borrower, DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation (the "Borrower") promises to pay to the order of FIFTH THIRD BANK, a Michigan banking corporation (the "Lender"), at 201 E. Kennedy Blvd., Suite 1800, Tampa, Florida 33602, or at such other place as Lender may from time to time designate in writing, with payment due as provided herein and in the Revolving Bridge Loan and Security Agreement of even date herewith (the "Credit Agreement"), the principal sum not to exceed $5,000,000.00, or so much thereof as has been disbursed for advances hereunder.
