0001214782-07-000261 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • November 21st, 2007 • Deer Valley Corp • Mobile homes • Florida

This Escrow Agreement, dated as of November 19, 2007, among Joel Stephen Logan II, an individual (“Logan”); Charles L. Murphree Jr., an individual (“Murphree”); John Steven Lawler, an individual (“Lawler”); James David Shaw, an individual (“Shaw”); William Joseph Aycock, Jr., an individual (“Aycock”); Jerry Ray Cooper, Jr., an individual (“Cooper”); Timothy Wayne Gann, an individual (“Gann”); and Jimmy Ray Hawkins, an individual (“Hawkins”) (individually, a “Seller” and collectively, the “Sellers”) and Deer Valley Homebuilders, Inc., an Alabama corporation (“DVHB”) and Deer Valley Corporation, a Florida corporation (“Deer Valley”), as successor to DeerValley Acquisitions Corp., a Florida corporation (all previously listed entities, including the Sellers, are collectively the “Parties”); and Bush Ross, P.A. a Florida professional association, as escrow agent (“Escrow Agent”). Capitalized terms used in this Agreement not otherwise defined herein shall have the respective meanings given t

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FIRST AMENDMENT TO EARNOUT AGREEMENT
Earnout Agreement • November 21st, 2007 • Deer Valley Corp • Mobile homes

This First Amendment dated November 19, 2007 (the “Amendment”), amends the Earnout Agreement dated as of January 18, 2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr., John Steven Lawler, James David Shaw, William Joseph Aycock, Jr., Jerry Ray Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller" and collectively, the “Sellers”), Deer Valley Homebuilders, Inc., an Alabama corporation ("DVHB"), and Deer Valley Corporation, a Florida corporation (“Deer Valley”), as successor to DeerValley Acquisitions Corp., a Florida corporation (the “Earnout Agreement”).

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