Revolving Credit Loan and Security Agreement



 Exhibit 10.1 
 REVOLVING CREDIT LOAN AND SECURITY AGREEMENT 
 $7,500,000 REVOLVING CREDIT LOAN

 THIS REVOLVING CREDIT LOAN AND SECURITY AGREEMENT (the “Loan Agreement”) is made as of this      day
of October, 2009, among FIFTH THIRD BANK, a Michigan banking corporation, having a mailing address of 201 East Kennedy Boulevard, Suite 1800, Tampa, Florida 33602 (the “Bank”), DEER VALLEY FINANCIAL CORP., a Florida
corporation (“DVFC”), having its principal place of business at 205 Carriage Street, Guin, Alabama 35563, DEER VALLEY CORPORATION, a Florida corporation (“DVC”), having a mailing address of 3111 West Dr. MLK
Boulevard, Suite 100, Tampa, Florida 33607, and DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation authorized to do business in the State of Florida (“DVHI”), having its principal place of business at 205 Carriage Street, Guin,
Alabama 35563, jointly and severally (collectively the “Borrower”). 
 RECITALS: 
 WHEREAS, Borrower has applied to Bank for a revolving line of credit not to exceed SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) (the
“Loan”) to be evidenced by a revolving credit note (the “Note”) and secured by accounts receivable, inventory, equipment and all other tangible and intangible personal property of each Borrower. The Loan is to be utilized by DVFC
to provide display model financing for dealers of the products produced by DVHI. The Bank has agreed to make the Loan providing certain conditions herein outlined are fully complied with. 
 NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties hereto agree as follows: 
 SECTION I. RECITALS; DEFINITIONS 
 1.1 Recitals. The foregoing recitals are true and correct and incorporated herein by reference. 
 1.2
Defined Terms. As used in this Loan Agreement, the following terms shall have the following meanings: 
 “Accounts
Receivable” shall mean all accounts receivable, book debts, notes, drafts, acceptances and other forms of obligations, now or hereafter owing to each Borrower, whether arising from the sale of goods or rendition of services (including, without
limitation, any such obligation that might be characterized as an








 
account, contract right, or general intangible under the Uniform Commercial Code as, from time to time, in effect in the State of Florida or Alabama), all of each Borrower’s rights in, to
and under all purchase orders, now or hereafter received by each Borrower for goods or services, and all monies due or to become due to each Borrower under all contracts for the sale of goods or the performance of services (whether or not yet earned
by performance) or in connection with any other transaction (including, without limitation, the right to receive the proceeds of said purchase orders and contracts), and all collateral security and guarantees of any kind given by any obligor with
respect to any of the foregoing. 
 “Advance” shall mean the amount advanced by the Bank to any Borrower under the terms of this
Loan Agreement and the Note. 
 “Affiliate” shall mean any person, corporation, association or other business entity which
directly or indirectly controls, or is controlled by, or is under common control with the Borrower. 
 “Borrowing Base” shall
mean, at any date of determination thereof (which date of determination shall be in the Bank’s sole discretion) an amount equal to the sum of: (a) 75% of Eligible Accounts Receivable aged less than 360 days from invoice date; and,
(b) 50% on Eligible Accounts Receivable aged more than 360 days but less than 540 days from invoice date for DVFC accounts only. The Bank has bargained for and Borrower agrees and acknowledges that the Collateral not included in the Borrowing
Base is a cushion of collateral value in excess of the secured advances under the Loan. 
 “Borrowing Base Certificate” shall
mean a certificate prepared by Borrower in substantially the form attached hereto as Exhibit “A”. 
 “Collateral” shall have the meaning provided for such term in Section 2.1(h) hereof. 
 “Default Rate”
shall mean five percent (5%) per annum above the contract rate as set forth in the Note, but not exceeding 18% per annum. 
 “Eligible Accounts Receivable” shall mean, at any date of determination thereof, all Accounts Receivable of DVFC: (a) which are bona fide, valid and legally enforceable obligations of the account debtors in respect thereof,
which are unconditionally owing by such account debtors, and which do not represent sales on consignment, sales on return or other similar understandings; (b) which, except for the security interest in the Accounts Receivable granted to the
Bank, are solely owned by the Borrower, free and clear of any and all mortgages, liens, security interests, encumbrances, claims or rights of others, except sellers’ rights (if any) to reclaim goods under Uniform Commercial Code
Section 2-702; (c) which are not the subject of any defense, offset, counterclaim or claim; (d) as to which no more than 540 days shall have elapsed from the original date of the relevant invoice, but excluding all Accounts

  

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Receivable of those account debtors that have more than 25% of their respective Accounts Receivable aged more than 540 days; (e) Accounts Receivable with respect to a single account debtor
whose total obligations owing does not exceed 20% of all Eligible Accounts Receivable; (f) as to which the account debtors are (1) solvent, going concerns unaffiliated with any Borrower, and (2) reasonably satisfactory to the Bank
from a credit standpoint (the Bank’s satisfaction may be assumed unless the Bank shall at any time advise the Borrower to the contrary). 
 “Equipment” shall mean all of the equipment of each Borrower (within the meaning of the Uniform Commercial Code, as from time to time in effect in the State of Florida or Alabama), now or hereafter owned or acquired, and
wheresoever located, as well as all parts, accessions, and additions thereto, proceeds therefrom, and substitutions and replacements therefor. 
 “Events of Default” shall have the meaning ascribed to such term in Section 8 hereof. 
 “Generally Accepted
Accounting Principles” shall mean generally accepted accounting principles, in effect from time to time, applied on a consistent basis. 
 “General Intangibles” shall mean all of each Borrower’s right, title and interest with respect to general intangibles (including payment intangibles, contract rights, rights to payment, rights arising under common law,
statutes or regulations, choses or things in action, goodwill, patents, trade names, trademarks, service marks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to
payment and other rights under any royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, money, deposit accounts, insurance premium
rebates, tax refunds and tax refund claims), and any and all supporting obligations in respect thereof, and any other personal property other than goods, Accounts Receivable, investment property, negotiable collateral and chattel paper (within the
meaning of the Uniform Commercial Code, as from time to time in effect in the State of Florida or Alabama). 
 “Inventory” shall
mean all of the inventory of each Borrower (within the meaning of the Uniform Commercial Code, as from time to time in effect in the State of Florida or Alabama), now or hereafter owned or acquired, and wheresoever located, including, without
limitation, all finished goods held for sale or lease or to be furnished under a contract of service, goods that are leased by Borrower as lessor, goods that are furnished by Borrower under a contract of service, and raw materials, work-in-process,
or materials used or consumed in Borrower’s business including all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefore. 
  

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 “Investment Property” shall mean all of the investment property of each Borrower (within the
meaning of the Uniform Commercial Code, as from time to time in effect in the State of Florida or Alabama). 
 “Maturity Date”
shall mean, unless sooner demanded by Bank after the occurrence of an Event of Default hereunder, 24 months from the date hereof. 
 “Permitted Liens” means: (a) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of utility payments, bids, tenders, contracts (other than contracts for
payment of money), obligations under workers’ compensation, unemployment insurance or similar legislation or under surety or performance bonds, in each case arising in the ordinary course of business; (b) Liens arising out of or resulting
from any judgment or awarded, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Borrower is fully protected by insurance or in respect of which Borrower shall at any time in good faith be
prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured, and as to which appropriate reserves have been established on the books of Borrower.

 SECTION 2. THE LOAN 
 2.1 Revolving Loan. 
 (a) Advances. Subject to the Borrowing Base limitations and subject to
Bank’s receipt of a completed Borrowing Base Certificate, Bank may, in its discretion, make Advances to Borrower in accordance with the terms and conditions of this Loan Agreement, at any time and from time to time, on or after the date hereof
until the Maturity Date, or until the occurrence of an event which with the giving of notice or the passage of time, or both, shall constitute an Event of Default. Such Advances may be borrowed, re-paid and re-borrowed, provided, however, the
aggregate outstanding principal amount of all Advances as of such date, shall not exceed $7,500,000.00. 
 (b) Interest. The
Bank shall make appropriate debits and credits to the loan account of Borrower corresponding to each Advance to reflect the Advances to, prepayments, payments by and other disbursements for the account of Borrower. Each such entry shall be prima
facie evidence of the principal amount of Advances hereunder at any time outstanding. Each Advance shall bear interest from the date such Advance is made on the aggregate unpaid principal amount thereof until such principal amount is paid or shall
become due and payable (whether at the stated maturity or by acceleration) pursuant to the terms of and at a rate per annum as set in the Note. 
 (c) Calculation. Interest on principal outstanding from time to time shall be paid monthly, and shall be calculated on the basis of a 360-day year for the actual days elapsed. 
  

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 (d) Requests for Advances. Borrower shall request Advances under the Loan by
(1) giving oral notice thereof to the Bank at above address, and (2) confirming such oral notice in writing, in form and substance satisfactory to the Bank, within two business days thereafter and delivering such written confirmation to
the Bank, together with any supporting information it may reasonably request, at the above address. 
 (e) Commitment. The
giving of oral notice as aforesaid shall irrevocably commit Borrower to accept the requested Advances under the Loan. In the event of any discrepancy between any oral notice and written confirmation, the oral notice shall govern as to any action
taken by the Bank prior to receipt of written confirmation. 
 (f) Unused Line Fee. On the 15th day following the end of
each calendar quarter during the term of the Loan, Borrower shall pay to Bank an unused line fee equal to 40 basis points (0.40%) per annum times the result of: (1) the amount of the Loan, less (2) the average daily balance of the Loan
outstanding during the immediately preceding calendar quarter. 
 (g) Limitation. In no event shall any interest charge,
collected or reserved hereunder exceed the maximum rate then permitted by applicable law. 
 (h) Collateral. From the date
hereof as security for the payment and the performance of the Loan, (1) each Borrower extends, sells, assigns, conveys, mortgages, pledges, transfers, grants, and re-grants to the Bank a continuing, first priority security interest in and to
all of its respective rights, title and interest in, to and under all (A) Accounts Receivable; (B) Equipment; (C) Inventory; (E) General Intangibles; (F) books and records; (G) deposit accounts; (H) cash and cash
equivalents; (I) to the extent not included in the foregoing, all other tangible and intangible personal property of each Borrower (within the meaning of the Uniform Commercial Code, as from time to time in effect in the State of Florida or
Alabama); (J) Investment Property; and (K) all other property and money of the Borrower now or hereafter in the possession, custody or control of the Bank; and as to each of the foregoing, the products and proceeds thereof, replacements
and accessions thereto; all of which shall constitute the “Collateral”. 
 SECTION 3. REPRESENTATIONS AND WARRANTIES.

 From the date hereof, each Borrower represents and warrants to the Bank as follows: 
 3.1 Organization, Standing, Corporate Powers. 
 (a) Duly Organized. In respect of each Borrower, it (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida or Alabama, as the case
may be; (2) has all requisite power and authority, corporate or otherwise, to conduct its business as now being conducted and to own its properties and assets; and (3) is duly qualified to do business in every jurisdiction wherein the
failure to so qualify would have a material adverse effect. 
  

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 (b) Powers. It has all requisite power and authority, corporate or otherwise, to
execute, deliver, and to perform all of its obligations under this Loan Agreement and under other documents or agreements relating to the transactions contemplated herein to which it is a party. 
 (c) Binding Obligation. This Loan Agreement and all corporate notes, guarantees, assignments, security agreements and all other loan and
security agreements executed in connection therewith are legal, valid and binding obligations of the Borrower and enforceable in accordance with their respective terms, subject to the enforcement of remedies to bankruptcy, insolvency and other laws
affecting creditors’ rights generally and to moratorium laws, from time to time in effect, and to general equitable principles which may limit the right to obtain the remedy of specific performance. 
 3.2 Authorization of Borrowing. The execution, delivery and performance of this Loan Agreement and the borrowings hereunder:
(a) have been duly authorized by all requisite corporate action; (b) will not violate any provision of applicable law, any governmental rule or regulation, any order of any court or other agency of government to which either of such
parties is subject or the articles of incorporation or by-laws of the Borrower; or (c) do not violate any provision of any indenture, agreement or other instrument to which Borrower is a party or by which Borrower or its properties or assets
are bound and which is material to the conduct or operation of Borrower’s business and financial affairs, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any provision of such
indenture, agreement or other instruments, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon the property or assets of the Borrower, other than as provided herein. 
 3.3 Financial Statements. Each Borrower has heretofore furnished to the Bank financial statements which fairly present the financial
condition and the results of operations of each Borrower as of the date and for the period indicated, show all known material liabilities, direct or contingent, as of the respective dates thereof, and were prepared in accordance with Generally
Accepted Accounting Principles applied on a consistent basis. 
 3.4 Adverse Change, etc. There has been no material adverse
change in the business, properties or condition (financial or otherwise) of any Borrower since the date of the most recent of the financial statements delivered to the Bank. 
  

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 3.5 Litigation. There are no actions, suits or proceedings pending or, to the knowledge
of any Borrower, overtly threatened against or affecting any of them, at law or in equity, or before or by any Federal, state, municipal or other governmental court, tribunal, department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which involve any of the transactions herein contemplated or the possibility of any judgment or liability which would result in any material adverse change in the business, operations, properties or assets or in the financial
condition of any of them, or materially and adversely affect the ability of any of them to perform hereunder. No Borrower is in default with respect to (a) any judgment, order, writ, injunction or decree; or (b) any rule or regulation of
any court or Federal, state, municipal or other governmental court, tribunal, department, commission, board, bureau, agency or instrumentality, domestic or foreign which would have a material adverse effect on its business, properties or condition
(financial or otherwise). 
 3.6 Payments of Taxes. Each Borrower has filed or caused to be filed all Federal, state and
local tax returns that are required to be filed and has paid or caused to be paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, except taxes the validity of which is being
contested in good faith by appropriate proceedings and for which, in the exercise of reasonable business judgment, there have been set aside adequate reserves with respect to any such tax or assessment so contested the tax or assessment so contested
shall not materially affect its ability to perform hereunder. 
 3.7 Priority of Security Interest. Subject (a) to
filing and recordation of the appropriate instruments in the appropriate offices of the proper jurisdiction or possession by the Bank or its agent where perfection is based upon possession; (b) to the enforcement of remedies to bankruptcy,
insolvency, and other laws affecting creditors’ rights generally and to moratorium laws, from time to time in effect; and (c) to general equitable principles which may limit the right to obtain the remedy of specific performance, each of
the security interests granted to the Bank as identified under Section 2 of this Loan Agreement constitutes a valid first priority security interest or lien in and to the property covered thereby, granting all rights and remedies to a secured
party under the Uniform Commercial Code, as in effect in the State of Florida and Alabama, as the same may be modified or amended from time to time, except as otherwise permitted hereunder. 
 3.8 Eligible Accounts Receivable. All Eligible Accounts Receivable included in the Borrowing Base meet the criteria for Eligible
Accounts Receivable. 
 3.9 Location of Collateral. All of the Collateral is used or held for use by Borrower at the
following locations: 205 Carriage Street, Guin, Alabama 35563, and 7668 Highway 278, Sulligent, Alabama 35586. 
  

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 3.10 Loan Subordinations. Any related party notes payable by any Borrower, to any other
Borrower or to owners of any Borrower, or to other related parties, now existing or hereafter made are and shall be subordinated to the lien of the Loan granted herein. Each Borrower confirms that all related party debts are fully disclosed on the
financial statements provided to the Bank and in the event the Bank so requires, such related parties shall enter into subordination agreements to evidence the requirements of this Section. 
 SECTION 4. CONDITIONS OF LENDING. 
 The obligation of the Bank to extend
credit hereunder is subject to the following conditions: 
 4.1 Representations and Warranties. At the date of each Advance,
the representations and warranties set forth in Section 3 hereof shall be true and correct on and as of such date, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent
that such representations and warranties relate solely to an earlier date. 
 4.2 Certificates. On or before the date
hereof, the Bank shall have received: (a) from the Borrower: (1) a copy of its certificate of corporate status and Articles of Incorporation with all amendments, certified by the respective Secretary of State of Florida or Alabama, as the
case may be, dated as of a recent date; (2) the certificate of its secretary or assistant secretary, dated the date hereof and certifying that attached thereto is a true and complete copy of its Bylaws prior to the adoption of the resolutions
by its Board of Directors authorizing the execution, delivery and performance of this Loan Agreement; and certification that its articles of incorporation have not been amended since the date of the last amendment thereof, if any, indicated on the
certificate of the respective Secretary of State; and (b) such other documents as the Bank may reasonably request. 
 4.3 No
Default. At the date of each Advance, no Event of Default, or event which with the giving of notice or of the passage of time, or both, would constitute an Event of Default, shall have occurred and be continuing, and the representations and
warranties of each Borrower contained herein shall remain true and correct as of such date, except to the extent that such representations and warranties relate to an earlier date. Each request for an Advance shall constitute the confirmation by
each Borrower that at the date thereof the conditions contained in this Section shall have been satisfied. 
 4.4 Other Conditions
Precedent. On or before the date hereof, there shall have been delivered to the Bank all of the financial statements, reports and other documents required by the Loan Commitment dated August 27, 2009. 
  

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 SECTION 5. CROSS-DEFAULT AND CROSS-COLLATERALIZATION. 
 Any Event of Default under the terms of the Loan shall constitute and hereby is declared to be an immediate and absolute default under the terms of
all loans between Bank and any Borrower. Should an event of default occur under the terms of any of said loans, which event is subject to notice and cure periods, if any, failure to cure such event of default within such curative period shall
constitute an immediate default under this Loan and all such other loans owed by any Borrower to Bank. Each of the foregoing loans between Bank and any Borrower shall also be cross-collateralized, whether such loans are now existing or hereafter
entered into between Bank and Borrower at any time. 
 SECTION 6. AFFIRMATIVE COVENANTS 
 From the date hereof and so long as the Loan shall be unpaid or unperformed, each Borrower will: 
 6.1 Existence and Properties. To the extent that the same are necessary for the proper and advantageous conduct of its business,
do or cause to be done all things necessary to preserve, renew and keep in full force and effect its corporate existence, rights, licenses and permits and comply with all laws and regulations applicable to it and conduct and operate its business in
substantially the manner in which it is presently conducted and operated. 
 6.2 Insurance. 
 (a) Cause to be maintained at all times during the term of the Loan, general liability insurance with limits reasonably satisfactory to or as
reasonably required by, Bank. 
 (b) Cause the Collateral to be adequately insured at all times, by financially sound and reputable
insurers, in an amount not less than the value thereof. 
 (c) Cause the Bank to be a named insured to the extent of its interest in
respect the policies of insurance required by Section 6.2(a) and (b) hereinabove. 
 6.3 Obligations, Taxes and
Laws. Pay or cause to be paid all indebtedness and obligations promptly and in accordance with their respective terms, including, without limitation, sales, use and personal property taxes as the same may be imposed upon any Borrower from
time to time, and pay and discharge or cause to be paid and discharged promptly all taxes, assessments, and governmental charges or levies imposed upon it or in respect of its property before the same shall become in default, as well as all lawful
claims for labor, materials, and supplies or otherwise which, if unpaid, might become a lien or charge upon such property or any part thereof, and timely comply with all applicable laws and governmental rules and regulations; provided, however, that
the Borrower shall not be required to pay or discharge or cause to be paid

  

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or discharged any such tax, assessment, charge, lien or claim, or timely comply with the laws and governmental rules so long as the validity thereof shall be contested by appropriate legal
proceedings timely initiated and conducted in good faith, and (a) in the case of an unpaid tax, assessment, governmental charge or levy, lien, encumbrance, charge or claim, such proceedings shall be effective to suspend the collection thereof
from the Borrower and its property; (b) neither such property nor any part thereof, nor any interest therein would be in any danger of being sold, forfeited or lost; (c) in the case of a law and governmental rule or regulation, neither any
Borrower nor the Bank would be in any danger of criminal liability for failure to comply therewith; (d) there shall have been established such reserve or other appropriate provision, if any, with respect thereto on the books of the entity
involved, as shall be required by Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, lien, claim, encumbrance, law, rule or regulation, so contested. 
 6.4 Financial Statements and Reports. Each Borrower shall maintain systems of accounting established and administered in
accordance with Generally Accepted Accounting Principles. Each Borrower, as appropriate, will furnish to the Bank: 
 (a) Within one
hundred twenty (120) days after the end of each fiscal year, each Borrower shall deliver to the Bank, consolidated, audited balance sheets and statements of income, retained earnings and changes in financial position for such year, all of which
shall be accompanied by supporting schedules and the unqualified opinion of independent certified public accountants of recognized standing reasonably acceptable to the Bank, and upon filing, all filings required in accordance with SEC regulations,
if any. 
 (b) Within thirty (30) days after the end of each fiscal quarter-end, deliver to the Bank the following financial
statements certified by the President or Vice-President of each Borrower as accurate to the best of his knowledge upon due inquiry and investigation: (1) a Compliance Certificate executed by an authorized officer of each Borrower certifying
that to the best of his knowledge, no Event of Default hereunder, nor any event which with notice or lapse of time, or both, would constitute such an Event of Default, has occurred or, if such Event of Default or event has occurred, specifying the
nature and extent thereof; and (2) internally prepared, consolidated, interim financial statements for each Borrower; in such form and context as Bank may require. 
 (c) Within fifteen (15) days of the end of each month, deliver to the Bank the following financial statements certified by the President or Vice-President of each Borrower as accurate to the best of his
knowledge upon due inquiry and investigation: (1) the Borrowing Base Certificate for DVFC; and (2) an accounts receivable aging report by customer reflecting the past due status of each invoice for DVFC; all in such form and context as
Bank may require. 
  

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 (d) Promptly, from time to time, such other information regarding the operation, business, affairs and
financial condition of any Borrower as the Bank may reasonably request. 
 6.5 Litigation Notice. Give the Bank prompt
written notice of any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency, the outcome of which might materially adversely affect the operations or financial condition of any Borrower.

 6.6 Notice of Default. Each Borrower shall give the Bank prompt written notice of any Event of Default hereunder, or any
event which, with the passage of time or the giving of notice or both, would become such an Event of Default hereunder. 
 6.7
Access to Premises and Inspections. At all reasonable times and as often as the Bank may reasonably request, permit or arrange for any authorized representative designed by the Bank to visit and inspect the principal office and
operations of each Borrower, any of the other offices or properties of any Borrower, including, without limitation, the Collateral, and its books, and to make extracts from such books and to discuss the affairs, finances and accounts of each
Borrower with its chief financial officer or such other person as may be designated by the chief executive or chief operating officer of any Borrower. 
 6.8 Continued Assistance. Promptly, from time to time as the Bank may reasonably request, each Borrower shall perform such acts and execute, acknowledge, deliver, file, register, deposit or record any
and all further instruments, agreements and documents whether to continue, preserve, renew, record or perfect the Bank’s interests in the Collateral, as well as the priority thereof. 
 6.9 Title to Collateral. Each Borrower shall own all of the property constituting the security for the Loan. All such property shall be
and remain free and clear of all mortgages, pledges, liens, charges and other encumbrances of any nature whatsoever, except as granted to the Bank hereby or otherwise permitted herein. 
 6.10 Financial Covenants. Until the Loan has been fully repaid to the Bank, Borrower shall: 
 (a) Debt Service Coverage Ratio. Maintain a global Debt Service Coverage Ratio of not less than 1.25 to 1.00, measured on a rolling
4-quarter basis, commencing September 30, 2009. As used herein “Debt Service Coverage Ratio” shall be defined as (1) (A) Consolidated Net Income of Borrower, plus (B) Interest Expense, plus
(C) Depreciation & Amortization, minus (D) Distributions, minus (E) Extraordinary Income/Non-Recurring Income, divided by (2) (A) Actual Required Debt Payments including Capital Leases, but not
including debt payments payable to the Bank, plus (2) Interest Expense. 
  

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 (b) Debt to Tangible Net Worth Ratio. Maintain a global Debt to Tangible Net Worth Ratio
of not more than 3.00 to 1.00, to be measured on a quarterly basis, commencing September 30, 2009. As used herein “Debt to Tangible Net Worth Ratio” shall be defined as the consolidated: (1) (A) Total Liabilities of each
Borrower, minus (B) Subordinated Debt, divided by (2) (A) Net Worth, plus (B) Subordinated Debt, plus (C) Intangibles, minus (D) Related Party Receivables. 
 (c) Minimum Liquidity. Maintain a global, unencumbered liquidity of not less than $2,500,000.00, measured on a quarterly basis,
commencing September 30, 2009 
 6.11 Deposit Accounts. Each Borrower shall place on deposit with Bank all of its
corporate deposit accounts (except for payroll accounts) making the Bank its primary depository relationship. 
 SECTION 7. NEGATIVE
COVENANTS 
 From the date hereof and so long as any of the Obligations shall be unpaid, the Borrower will not: 
 7.1 Negative Pledge. Either directly or indirectly, incur, create, assume or permit to exist any Liens with respect to any property
securing the Loan or be bound by or subject to any assessments and other similar governmental charges or claims except as provided in Section 6.3 of this Loan Agreement or Permitted Liens. 
 7.2 Sale or Disposition of Collateral. Sell, discount or otherwise dispose of any of the property securing the Loan or any part thereof
except in the ordinary course of business, or incur additional material borrowings or enter into material leases without the prior written consent of the Bank upon terms and conditions satisfactory to the Bank. 
 7.3 Organic Changes. Either directly or indirectly, (a) merge or consolidate any Borrower, with or into any other corporation;
(b) sell (in bulk), lease or otherwise dispose of all or substantially all of the property of any Borrower, unless the transferee or the lessee shall be acceptable to the Bank, which acceptance must in writing and issued by the Bank prior to
any such sale, lease or other disposition, and such transferee shall have assumed the Loan; or (c) without prior written consent of the Bank, sell, transfer, assign, or otherwise dispose, or permit the sale, transfer, assignment or disposition
of the shares of any Borrower, directly or indirectly, or take any action whatsoever, the result of which is that the interest of the current owners of each Borrower, is changed to the extent that such shareholders fail to retain their current
ownership interest as existing as of the date of this Loan Agreement. 
 7.4 Distributions. Make any distributions to
shareholders, whether dividends, debt repayment, stock re-purchase, advances or otherwise, whether directly or indirectly, without the prior written consent of the Bank other than stock dividends and

  

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distributions made pursuant to the Earnout Agreement dated January 18, 2006, pursuant to which, payments may be paid to the former owners of the Borrower, as an earnout, based upon the net
income before taxes of the Borrower. 
 7.5 Changes in Management. Suffer or permit any change in the management of any
Borrower as in effect on the date hereof, without the prior written consent of the Bank, which consent shall not be unreasonably withheld. 
 7.6 Additional Indebtedness. Incur, create, assume or permit to exist any additional indebtedness in excess of $200,000.00 in the aggregate, or indebtedness secured by the Collateral pledged to secure the Loan, other than the
indebtedness to the Bank and other indebtedness incurred in the normal course of business, without the prior written consent of Bank, except as may be permitted hereunder. 
 7.7 Settlements. Enter into any transaction that materially and adversely affects the collateral referenced herein or the
Borrower’s ability to repay the Loan other than in the normal course of business. 
 SECTION 8. EVENTS OF DEFAULT 

8.1 Events of Default. The occurrence of any of the following events shall constitute an event of default (an “Event of
Default”) hereunder: 
 (a) Any representation or warranty made in this Loan Agreement or in any report, certificate, financial
statement or other instrument furnished in connection herewith at any time shall prove to be false or misleading in any material respect as of the time when made; 
 (b) In the event any payment of principal, interest or other monetary obligation is not made within ten (10) days after the date when due under the Loan; 
 (c) Default with respect to any material obligation for borrowed money or otherwise of the Borrower if the effect of such default is to accelerate the
maturity of such indebtedness or to permit the holder or obligee thereof (or a trustee on behalf of such holder or obligee) to cause such indebtedness to become due prior to its stated maturity, or such material indebtedness shall not be paid as and
when due and payable (in each case, giving effect to any applicable grace periods); 
 (d) Default in the due observance or performance of
any covenant, condition or agreement contained in Sections 6 and 7 of this Loan Agreement; and such default shall not be cured within 15 days after the earlier of knowledge thereof by an officer of the Borrower, or after written notice of the
default is delivered by the Bank, but if the default is subject to cure and the cure is being diligently pursued by appropriate means at the end of such 15 days, then Borrower shall have an additional 15 days thereafter to complete the cure;

  

 13 








 (e) Default in the due observance or performance of any covenant, condition or agreement to be
observed or performed pursuant to the terms of this Loan Agreement, and such default shall not be cured within 15 days after the earlier of knowledge there of by an officer of the Borrower, or after written notice of the default is delivered by the
Bank, but if the default is subject to cure and the cure is being diligently pursued by appropriate means at the end of such 15 days, then Borrower shall have an additional 15 days thereafter to complete the cure; 
 (f) Any Borrower shall (1) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for
the appointment of a custodian, receiver or any trustee or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against any of them in which an order for relief is entered or which remains undismissed for a period thirty
(30) days or more; any Borrower, by any act or omission, shall indicate consent to, approval of or fail to timely object to, any such petition, application or proceeding or order for relief or for the appointment of a custodian, receiver or any
trustee or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of thirty (30) days or more; (2) generally not pay its debts as such debts become due or admit in writing its inability to
pay its debts as they mature; or (3) have concealed, removed, or permitted to be concealed or removed, any part of its properties or assets, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of
any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not
been paid; or shall have suffered or permitted, while solvent, any creditor to obtain a lien upon any Collateral, through legal proceedings or distraint, which is not vacated or “bonded off” within ten (10) days from the date thereof;
or (4) be “insolvent” as such term is defined in the Bankruptcy Code, 11 U.S.C. §101(31). 
 8.2 Default
Rate. From and after the occurrence of an Event of Default, the Loan shall accrue interest at the Default Rate. 
 SECTION 9.
REMEDIES 
 From and after the occurrence of an Event of Default: 
 9.1 Termination of Advances and Acceleration. Bank may, at its sole option cease making Advances under this Loan Agreement and/or
declare the principal of and interest on the Loan and all other obligations due by Borrower hereunder to be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything in
this Loan Agreement to the contrary notwithstanding, and all amounts hereunder shall then be immediately due and payable. 
  

 14 








 9.2 Collateral. With respect to the Collateral, Bank may: 
 (a) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such
manner and at such places (including Borrower’s premises) as Bank determines is commercially reasonable. It is not necessary that the Collateral be present at any such sale. Bank shall give notice of the disposition of the Collateral as
follows: 
 (1) Bank shall give Borrower notice in writing of the time and place of public sale, or, if the sale is a private sale or
some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; and 
 (2) The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in Section 10 below, at least ten (10) days before the earliest time of disposition set forth in the
notice; no notice needs to be given prior to the disposition of any portion of the Collateral that is perishable or threatens to decline speedily in value or that is of a type customarily sold on a recognized market; provided, however,
that Bank may credit bid and purchase the Collateral at any public sale. 
 (b) Bank may seek the appointment of a receiver or keeper to
take possession and operate, as applicable all or any portion of the Collateral, and to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing; 
 (c) Bank shall have all other rights and remedies available to it at law or in equity pursuant to any other loan documents execution in connection
herewith. The rights and remedies of Bank hereunder shall be cumulative, and not exclusive. The exercise of one or more such remedies shall not preclude or prevent Bank from, at the same time, or at any other time, resorting to or exercising the
same or other rights, powers, privileges or remedies herein granted to it or to which it might otherwise legally resort. 
 9.3
Application of Proceeds Upon Disposition of Collateral. Apply, at Bank’s option, the proceeds of any sale of the Collateral as well as all sums received or collected by Bank from or on account of such Collateral and/or additional
or substitute collateral to (a) the payment of reasonable expenses incurred or paid by Bank in connection with any sale, transfer or delivery of the Collateral and/or such additional or substitute collateral, and (b) the payment of the
obligations or any part thereof, all in such order or manner as Bank in its sole discretion may determine, irrespective of the date of maturity. All acts done or to be done by Bank in conformity with the powers herein granted are hereby ratified and
confirmed by Borrower. Borrower agrees to pay

  

 15 








 
to Bank any deficiency in the event the proceeds of any foreclosure sale of the Collateral are insufficient to satisfy the Loan obligations in full and Bank shall have the right to sue Borrower
for such deficiency. 
 9.4 Right to Income. Unless such Event of Default is waived in writing by Bank, Bank may, at its
sole discretion, collect, receive and receipt for all income, interest, earnings or profits (including any dividends) now or hereafter payable upon or on account of the Collateral without any responsibility however for its failure to do so. The sums
or property so collected or received by Bank on account of the Collateral, and pursuant to this Section 9.4, shall be held and retained by Bank as further security for the Obligations and shall be deemed automatically to be Collateral under
this Loan Agreement. 
 9.5 Cash Collateralization of Letters of Credit. Bank may, irrespective of whether it is taking any
of the actions described in this Section or otherwise, make demand upon Borrower to, and forthwith upon such demand Borrower will, pay to Bank in same-day funds, for deposit in such account as Bank shall specify (the “L/C Cash Collateral
Account”), an amount equal to 105% of the Letter of Credit Obligations then outstanding. The L/C Cash Collateral Account shall be in the name and under the sole dominion and control of Bank. Bank shall have no obligation to invest any amounts
on deposit in the L/C Cash Collateral Account. Borrower grants to Bank, a lien on and security interest in the L/C Cash Collateral Account and all amounts on deposit therein as collateral security for the performance of its obligations under this
Loan Agreement and the other loan documents. Bank shall have all rights and remedies available to it under applicable law with respect to the L/C Cash Collateral Account and all amounts on deposit therein. 
 9.6 Right to Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such
rights, Bank is hereby authorized by Borrower at any time or from time to time, after the occurrence of an Event of Default, without notice to Borrower, or to any other person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other Indebtedness at any time
held or owing by Bank, its branches, subsidiaries or affiliates, for the credit or the account of Borrower against and on account of the obligations and liabilities of Borrower to Bank under this Loan Agreement and any other loan document,
including, but not limited to, all claims of any nature or description arising out of or connected with this Loan Agreement or any other loan document, irrespective of whether or not: (a) Bank shall have made any demand hereunder; or
(b) Bank shall have declared the principal of and interest on the Loan and the Loan Agreement and other amounts due hereunder to be due and payable. 
 9.7 Bank’s Liability for Collateral. Borrower hereby agrees that so long as Bank complies with its obligations, if any, under the Uniform Commercial Code as in

  

 16 








 
effect from time to time in the State of Florida, Bank shall not in any way or manner be liable or responsible for: (a) the safekeeping of the Collateral, (b) any loss or damage thereto
occurring or arising in any manner or fashion from any cause, (c) any diminution in the value thereof, (d) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other persons, and all risk of loss, damage, or
destruction of the Collateral shall be borne by Borrower. 
 SECTION 10. NOTICES 
 All notices, requests, demands or other communications to or from the parties hereto shall be deemed to have been duly given and made: (a) in the
case of a letter sent other than by mail, when the letter is delivered to the party to whom it is addressed; (b) in the case of a telegram or facsimile document, when the telegram or facsimile is sent; (c) in the case of a letter sent by
mail, three (3) days from the day on which the letter is deposited in a United States post office, certified mail, return receipt requested, and addressed as follows: 
  

			
	 If to any Borrower:
	 	DEER VALLEY HOMEBUILDERS, INC.
		 	 Attention: Joel S. Logan, II, President
 205
Carriage Street
 Guin, Alabama 35563

		
	 with a copy to:
	 	 BUSH ROSS, P.A.
 Attention: Brent A.
Jones
 220 S. Franklin Street
 Tampa, Florida
33602

		
	 If to the Bank:
	 	 FIFTH THIRD BANK
 Attention: Chad Loar, Vice
President
 201 East Kennedy Blvd., Suite 1800
 Tampa,
Florida 33602

		
	 with a copy to:
	 	 FISHER & SAULS, P.A.
 Attention: Kenneth
E. Thornton
 100 Second Avenue South, Suite 701
 St.
Petersburg, Florida 33701


 SECTION 11. MISCELLANEOUS 
 11.1 Costs. The Borrower hereby agrees to pay to the Bank all costs and expenses of every kind and description incurred by the Bank in
connection with the enforcement and protection in any legal or equitable proceeding of the rights of the Bank in connection with this Loan Agreement, and in connection with any action or claim under this Loan Agreement, or in any wise related
thereto, including, without limitation, the reasonable fees and disbursements of counsel to the Bank. In the event of litigation arising out of or related to this agreement, the prevailing party shall be entitled to reasonable fees and costs of its
counsel. 
  

 17 








 11.2 Severability. The provisions of this Loan Agreement are severable, and if any
provision hereof shall be held by any court of competent jurisdiction to be unenforceable, such holding shall not affect or impair any other provision hereof. 
 11.3 GOVERNING LAW. THIS LOAN AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

 11.4 Indemnity. Borrower agrees to indemnify and hold harmless Bank and each of its affiliates, employees,
representatives, officers, directors, agents and attorneys (any of the foregoing shall be an “Indemnitee”) from and against any and all claims, liabilities, losses, damages, actions, investigations, proceedings, attorneys’ fees
and expenses (as such fees and expenses are incurred and irrespective of whether suit is brought) and demands by any party, including the costs of investigating and defending such claims, actions, investigations or proceedings, and the costs of
answering any discovery served in connection therewith, whether or not Borrower or the person seeking indemnification is the prevailing party and whether or not the person seeking indemnification is a party to any such action or proceeding
(a) resulting from any breach or alleged breach by Borrower of any representations or warranties made hereunder, or (b) arising out of (1) the Loan or otherwise under this Loan Agreement, including the use of the proceeds of the Loan
hereunder in any fashion by Borrower or the performance of its obligations under the loan documents by Borrower, (2) allegations of any participation by Bank in the affairs of Borrower, or allegations that Bank has any joint liability with
Borrower for any reason, or (3) any claims against Bank by any shareholder or other investor in or lender to Borrower, by any brokers or finders or investment advisers or investment bankers retained by Borrower or by any other third party, for
any reason whatsoever, or (c) in connection with taxes (other than taxes imposed on the overall net income of the Bank), fees, and other charges payable in connection with the Loan, or the execution, delivery, and enforcement of this Loan
Agreement, the other loan documents, and any subsequent amendments thereto or waivers of any of the provisions thereof, unless the person seeking indemnification under clause (a), (b) or (c) of this Section, is determined in such case to
have acted or failed to act with gross negligence or willful misconduct by a non-appealable judicial order. 
 11.5
Interpretation. To the extent not otherwise provided for hereby, the course of dealing by and between the Bank and the Borrower shall control in the determination and interpretation of the rights of the parties hereto. Further, to the
extent not otherwise provided for hereby nor by or inconsistent with the course of dealing by and between the parties hereto, the usage of trade in transactions substantially similar to the transactions contemplated herein shall control in the
determination and interpretation of the rights of the parties hereto. 
  

 18 








 11.6 Revival and Reinstatement of Obligations. If the incurrence or payment of the
obligations by Borrower or the transfer to Bank of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the bankruptcy code
relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a “Voidable Transfer”), and if Bank is required to repay or restore, in whole or in part,
any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that Bank is required or elects to repay or restore, and as to all costs, expenses, and
reasonable attorneys fees of Bank related thereto, the liability of Borrower automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made. 
 11.7 Attorney-in-fact. The Borrower hereby constitute any officer of the Bank as attorney-in-fact, with power to receive and open all
mail addressed to them; to endorse their name on any notes, acceptances, checks, drafts, money orders or other evidences of payment or collateral that may come into the Bank’s possession; to sign their name on any invoice or bill of lading
relating to any Account Receivable, or on drafts against customers, to send requests for verification of Accounts Receivable to any account debtor and, to do all other acts and things necessary to carry out this Loan Agreement; provided, however,
the Bank agrees that it shall not exercise the powers conferred upon in this Section 11.7 until the occurrence of an Event of Default, or an event which, with the giving of notice or the passage of time, or both, would constitute an Event of
Default. All acts of said attorney or designee are hereby ratified and approved by the Borrower and said attorney or designee shall not be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law, unless
said attorney or designee is determined in such case to have acted or failed to act with gross negligence or willful misconduct by an non-appealable judicial order. This power, being coupled with an interest, is irrevocable so long as any
obligations, monetary or otherwise, remain, due to the Bank from the Borrower. 
 11.8 Headings. The name of this Loan
Agreement, as well as Section headings used herein, are for conveniences of reference only and are not to affect the construction of, or be taken into consideration in interpreting this Loan Agreement. 
 11.9 Terms. Any term used herein shall be equally applicable to both the singular and plural forms. 
 11.10 JURY TRIAL. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR

  

 19 








 
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK ENTERING INTO THIS LOAN AGREEMENT. FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE BANK,
NOR THE BANK’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT OF THE BANK, NOR BANK’S
COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION. 
 IN WITNESS WHEREOF, the parties hereto have caused this Loan
Agreement to be executed and delivered as of the day and year first above written. 
  

							
	WITNESSES:	 		 	“BORROWER”
			
		 		 	DEER VALLEY FINANCIAL CORP.,
		 		 	a Florida corporation
				
	  
	 		 	By:	 	  

	Signature of Witness	 		 		 	Joel S. Logan, II, as its Vice President
	  
	 		 		 	
	Print or type name of Witness	 		 		 	
	  
	 		 		 	 (CORPORATE SEAL)

	Signature of Witness	 		 		 	
	  
	 		 		 	
	Print or type name of Witness	 		 		 	
		 		 	DEER VALLEY CORPORATION,
		 		 	a Florida corporation
				
	  
	 		 	By:	 	  

	Signature of Witness	 		 		 	John Steven Lawler, as its Secretary
	  
	 		 		 	
	Print or type name of Witness	 		 		 	
	  
	 		 		 	 (CORPORATE SEAL)

	Signature of Witness	 		 		 	
	  
	 		 		 	
	Print or type name of Witness	 		 		 	

  

 20 









					
		  	DEER VALLEY HOMEBUILDERS, INC.,
		  	an Alabama corporation
			
	  
	  	By:	  	  

	Signature of Witness	  		  	Joel S. Logan, II, as its President
	  
	  		  	
	Print or type name of Witness	  		  	
	  
	  		  	 (CORPORATE SEAL)

	Signature of Witness	  		  	
	  
	  		  	
	Print or type name of Witness	  		  	
		
		  	“BANK”
		
		  	FIFTH THIRD BANK,
		  	a Michigan banking corporation
			
	  
	  	By:	  	  

	Signature of Witness	  		  	Chad Loar, as its Vice President
	  
	  		  	
	Print or type name of Witness	  		  	
	  
	  		  	 (CORPORATE SEAL)

	Signature of Witness	  		  	
	  
	  		  	
	Print or type name of Witness	  		  	

 STATE OF ALABAMA 
 COUNTY OF
                                        

 The foregoing instrument was acknowledged before me this      day of September, 2009, by Joel S. Logan, II, as Vice
President of DEER VALLEY FINANCIAL CORP., a Florida corporation, on behalf of the corporation. 
  

							
	  
	 	Personally known	 		  	  

	  
	 	Florida Driver’s License	 		  	Notary Public
	  
	 	Other Identification Produced	 		  	
		 	  
	 		  	  

		 	  
	 		  	Print or type name of Notary
				
		 		 		  	 (SEAL)


  

 21 








 STATE OF ALABAMA 
 COUNTY OF
                                        

 The foregoing instrument was acknowledged before me this      day of September, 2009, by Joel S. Logan, II, as
President of DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation, on behalf of the corporation. 
  

							
	  
	 	Personally known	 		  	  

	  
	 	Florida Driver’s License	 		  	Notary Public
	  
	 	Other Identification Produced	 		  	
		 	  
	 		  	  

		 	  
	 		  	Print or type name of Notary
				
		 		 		  	 (SEAL)


 STATE OF ALABAMA 
 COUNTY
OF                                        

 The foregoing instrument was acknowledged before me this      day of September, 2009, by John Steven Lawler, as
Secretary of DEER VALLEY CORPORATION, a Florida corporation, on behalf of the corporation. 
  

							
	  
	 	Personally known	 		  	  

	  
	 	Florida Driver’s License	 		  	Notary Public
	  
	 	Other Identification Produced	 		  	
		 	  
	 		  	  

		 	  
	 		  	Print or type name of Notary
				
		 		 		  	 (SEAL)


 STATE OF ALABAMA 
 COUNTY OF
                                        

 The foregoing instrument was acknowledged before me this      day of September, 2009, by Chad Loar, as Vice
President of FIFTH THIRD BANK, a Michigan banking corporation, on behalf of the Bank. 
  

							
	  
	 	Personally known	 		  	  

	  
	 	Florida Driver’s License	 		  	Notary Public
	  
	 	Other Identification Produced	 		  	
		 	  
	 		  	  

		 	  
	 		  	Print or type name of Notary
				
		 		 		  	 (SEAL)


  

 22 








 ATTACHMENTS: 
 Exhibit “A” - Borrowing Base Certificate 
  

 23 








 EXHIBIT “A” 
 BORROWING BASE CERTIFICATE 
 $7,500,000.00 RLOC

 FIFTH THIRD BANK 
 201 East Kennedy Blvd., Suite
1800 
 Tampa, Florida 33602 
 Pursuant to the Loan and
Security Agreement, Borrower hereby certifies, as of the above date, the following: 
  

							
				
	(A)	  	 DVFC Aggregate Amount of Accounts Receivable Aged less than 360 days
	  		  	$             
				
	(B)	  	 Less: Ineligibles
	  		  	
				
		  	 Accounts with Account Debtors having in excess of 20% of total Eligible A/R
	  	$             	  	
		  	 Other (if applicable)
	  	$             	  	
		  	 Total Ineligible
	  	$             	  	
				
	(C)	  	 Net Amount of 360 Day Eligible Accounts Receivable (A) Less (B)
	  		  	$             
				
	(D)	  	 75% of (C)
	  		  	$             
				
	(E)	  	 DVFC Aggregate Amount of Accounts Receivable Aged greater than 360 days, but less than 540 days
	  		  	$             
				
	(F)	  	 Less: Ineligibles
	  		  	
				
		  	 Accounts with 25% aged over 540 days
	  	$             	  	
		  	 Accounts with Account Debtors having in excess of 20% of total Eligible A/R
	  	$             	  	
		  	 Other (if applicable)
	  	$             	  	
		  	 Total Ineligible
	  	$             	  	
				
	(G)	  	 Net Amount of 540 Day Eligible Accounts Receivable (E) Less (F)
	  		  	$             
				
	(H)	  	 50% of (G)
	  		  	$             
				
	(I)	  	 CURRENT BORROWING BASE:
 (D) Plus (H)
	  		  	$             

  

 24 









							
	(J)	  	 The aggregate unpaid principal owed to Bank is:
Not to not exceed maximum loan limit or (I) above
	  		  	$             
				
	(K)	  	 Availability (I) Less (J),
Not to exceed the maximum loan limit of $7,500,000.00
	  		  	$             

 The undersigned hereby certifies, represents, and warrants to FIFTH THIRD BANK (the “Bank”) as
follows: 
 1. All the representations and warranties contained in the Loan and Security Agreement or in any other related loan document are true and
correct on the date hereof. 
 2. No event of default has occurred, or would result from the advance made in connection herewith, that constitutes an
Event of Default under the Loan and Security Agreement or any other related document. 
 3. The description of Eligible Accounts Receivable and the values
assigned thereto are true and correct in all material respects (see attached accounts receivable aging). We are legal owners the accounts receivable as identified above. 
 4. The aggregate unpaid principal balance of the Loan does not exceed the lesser of the $7,500,000.00 Commitment or Borrowing Base. 
 This shall also certify that, for the month ending                 , 200    , the Borrower was in
compliance with the following covenants contained in the Loan and Security Agreement between Bank and Borrower dated                     , 2009.

  

							
	 	  	 COVENANT
	  	 ACTUAL
	  	 COMPLIANCE

				
	1.	  	 Maintain a Debt Service Coverage Ratio of not less than 1.25 to 1.00 “Debt Service Coverage Ratio” is (1) (A) Net Income of
Borrower, plus (B) Interest Expense, plus (C) Depreciation & Amortization, minus (D) Distributions, minus (E) Extraordinary Income/Non-Recurring Income, divided by (2) (A) Current Portion of Long Term Debt Payments, plus (2) Interest Expense

	  	                     	  	                     

  

 25 









							
	2.	  	Maintain a Debt to Tangible Net Worth Ratio of Not More than 3.00 to 1.00 “Debt to Tangible Net Worth Ratio” is: (1) (A) Total Liabilities of Borrower, minus (B) Subordinated
Debt, divided by (2) (A) Net Worth, plus (B) Subordinated Debt, plus (C) Intangibles, minus (D) Related Party Receivables	  	                     	  	                     
				
	3.	  	Maintain minimum, unencumbered Liquidity of $2,500,000.	  	                     	  	                     

  

									
	By:	 	  
	 		 	By:	 	  

					
	Its:	 	  
	 		 	Its:	 	  

			
	Date:                     ,
200    	 		 	Date:                     ,
200    

  

 26