Change in Terms Agreement



 Exhibit 10.24 
 CHANGE IN TERMS AGREEMENT 
  

															
	 Principal
	  	 Loan Date
	  	 Maturity
	  	 Loan No
	  	 Call / Coll
	  	 Account
	  	 Officer
	  	 Initials

	$5,000,000.00	  	04-06-2008	  	10-06-2008	  	91120	  	401	  		  	307	  	
	
	 References in the boxes above are for Lender’s use only and do not limit the applicability of this
document to any particular loan or item.
 Any item above containing “***” has been omitted due to text length
limitations.


  

							
	Borrower:	  	     GEOPHARMA, INC.
     6950 BRYAN DAIRY RD
     LARGO, FL 33777
	 	Lender:	  	     First Community Bank of America
     St. Petersburg Office
     6100 4th Street North
     St. Petersburg, FL 33703
     (727) 520-8837


  
  
  

					
	Principal Amount:     $5,000,000.00	  	Interest Rate:    5.150%	  	Date of Agreement:    April 6, 2008

 DESCRIPTION OF EXISTING INDEBTEDNESS. That certain Promissory Note dated October 1, 2007 in the original
amount of $3,500,000.00, with a current outstanding balance of $3,500,000.00. 
 DESCRIPTION OF COLLATERAL. This Change in Terms Agreement is secured by an
Assignment of Deposit Account and all subsequent renewals and modifications thereof to Lender; all of the terms and conditions of which are hereby incorporated and made a part of this Agreement. 
 DESCRIPTION OF CHANGE IN TERMS. A Modification, Consolidation of Loan # 93280 ( $1,000,000), Loan # 91712 ( $500,000), and this Loan # 91120, and Extension of
maturity Date; with payment terms described herein. 
 PROMISE TO PAY. GEOPHARMA, INC. (“Borrower”) promises to pay to First Community Bank of
America (“Lender”), or order, in lawful money of the United States of America, the principal amount of Five Million & 00/100 Dollars ($5,000,000.00), together with interest at the rate of 5.150% per annum on the unpaid
principal balance from April 6, 2008, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section. 
 PAYMENT. Borrower will pay this loan in one principal payment of $5,000,000.00 plus interest on October 6, 2008. This payment due on October 6, 2008, will be for all principal and all accrued interest not
yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 6, 2008, with all subsequent interest payments to be due on the same day of each month after that.
Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Interest on this loan is computed on a
365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. 
 PREPAYMENT. Borrower may pay
without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule.
Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it
without losing any of Lender’s rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: First Community Bank of
America, Loan Operations Center, 7441 114th Avenue North Largo, FL 33773. 
 LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment or $5.00, whichever is greater. 
 INTEREST AFTER DEFAULT. Upon default, including failure to
pay upon final maturity, the interest rate on this loan shall be increased to 18.000% per annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. 
 DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: 
 Payment Default. Borrower fails to make any payment when due under the Indebtedness. 
 Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower. 
 Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or ability to perform Borrower’s obligations under this Agreement or
any of the Related Documents. 
 False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on
Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 
 Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for
any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 
 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 
 Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the
Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. 
 Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 
 Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired. 
 Insecurity. Lender in good faith believes itself insecure. 
 Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision
of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure
requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to
produce compliance as soon as reasonably practical. 
 LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this
Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. 
 ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay
someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender the amount of these costs and expenses, which includes, subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and
Lender’s legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. 
 JURY WAIVER. Lender and Borrower
hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. 
 GOVERNING LAW.
This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Florida without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in
the State of Florida. 
 CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of
Pinellas County, State of Florida. 









					
		  	CHANGE IN TERMS AGREEMENT	  	
	Loan No: 91120	  	(Continued)	  	Page 2

  
  
  

 DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower’s loan
and the check or preauthorized charge with which Borrower pays is later dishonored. 
 RIGHT OF SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,
this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against
any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph. 
 COLLATERAL. Borrower acknowledges this Agreement is secured by An Assignment of Deposit Account of even date and subsequent renewals, modifications, and extensions
thereof. 
 CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties,
unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below,
then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it.
This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. 
 PRIOR NOTE. Promissory Note dated
October 1, 2007 in the amount of $3,500,000.00. 
 SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of
Borrower’s interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Borrower, Lender, without notice to Borrower,
may deal with Borrower’s successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this Agreement or liability under the Indebtedness. 
 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a
consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: First Community Bank of America Loan Operations Center 7441 114th Avenue North Largo, FL 33773. 
 MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Borrower does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for this loan,
which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Florida
(as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower.
Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for
payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in
the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom
the modification is made. The obligations under this Agreement are joint and several. 
 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. 
 
  

			
	BORROWER:
	
	GEOPHARMA, INC.
		
	By:	 	 



		 	CAROL DORE-FALCONE, Vice President/CFO of GEOPHARMA, INC.

  
  

	
	LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions. Inc. 1997, 2008. All Rights Reserved. •FL C:\CFl\LPL\D20C.FC TR-7200 
PR-108