Fourth Amdendment to Loan Agreement



 Exhibit 10.3 
 FOURTH AMENDMENT TO LOAN AGREEMENT - REAL ESTATE LOAN 
 This Fourth
Amendment to Loan Agreement (the “Fourth Amendment”) is executed on this 18th day of April, 2012, by and among FIFTH THIRD BANK, an Ohio banking corporation, having a mailing address of 201 East Kennedy Boulevard, Suite 1800, Tampa,
Florida 33602 (the “Bank”), DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation authorized to do business in the State of Florida, having its principal place of business at 205 Carriage Street, Guin, Alabama 35563 (the
“Borrower”), DEER VALLEY CORPORATION, a Florida corporation, as successor by merger with CYTATION CORP., a Delaware corporation, having a mailing address of 3111 West Dr. MLK Boulevard, Suite 100, Tampa, Florida 33607 and
DEER VALLEY FINANCIAL CORP., a Florida corporation, having a mailing address of 205 Carriage Street, Guin, Alabama 35563, jointly and severally (collectively, the “Guarantors”), and amends and modifies that certain Loan Agreement
dated effective May 26, 2006, as previously amended by Amendments dated April 7, 2010 and July 8, 2011, and October 24, 2011 (collectively the “Loan Agreement”) as follows: 

1. Terms. All of the capitalized terms in this Fourth Amendment shall have the meanings as defined in the Loan Agreement. 

2. Modification of Financial Covenant. The Financial Covenant set forth in Section 3.p.(iii) of the Loan Agreement, as previously
amended by Amendment to Loan Agreement dated July 8, 2011, is deleted in its entirety and the following section 3.p.(iii) is substituted in its place and stead: 
 “(iii) Minimum Liquidity. Maintain a global, unencumbered liquidity of not less than $1,500,000.00, to be measured on a quarterly basis, commencing March 31, 2012.”

 3. Modification of Negative Covenant. The covenant set forth in Section 3.f. of the Loan Agreement regarding changes in
the ownership of Borrower is hereby modified to recognize and approve the following stock re-purchase transactions by the Borrower from Vicis Capital: 
  

	 	(a)	22,463 Shares of Series C Preferred Stock 

  

	 	(b)	1,000,000 Shares of Series E Preferred Stock 

  

	 	(c)	1,096,291 Shares of Common Stock 

  

	 	(d)	Cash purchase price of $3,200,000 for Redeemed Shares 

 The Bank’s approval of this stock re-purchase transaction is limited strictly to the referenced transaction and is not be interpreted as a waiver for continued compliance with this covenant
hereafter. 
 4. Warranties. Borrower hereby affirms and warrants that all of the warranties made in the Loan Documents, and any
other documents or instruments recited herein 







 
or executed with respect thereto directly or indirectly, are true and correct as of the date hereof and that Borrower is not in default of any of the foregoing nor aware of any default with
respect thereto, and that Borrower has no defenses or rights of offset with respect to any indebtedness to the Bank. Borrower hereby releases the Bank from any cause of action against it existing as of the date of execution hereof. The rights and
defenses being waived and released hereunder include without limitation any claim or defense based on the Bank having charged or collected interest at a rate greater than that allowed to be contracted for by applicable law as changed from time to
time, provided, however, in no event shall such waiver and release be deemed to change or modify the terms of the Loan Documents which provide that sums paid or received in excess of the maximum rate of interest allowed to be contracted for by
applicable law, as changed from time to time, reduce the principal sum due, said provision to be in full force and effect. 
 5. Consent
and Waiver. Borrower hereby consents to the foregoing and agree that the execution of this Fourth Amendment shall in no manner or way whatsoever impair or otherwise adversely affect Borrower’s liability to the Bank under the Loan
Documents or any other instrument set forth in the Recitals or herein, all as modified by this Fourth Amendment. 
 6. Cross Document
Default. Any default under the terms and conditions of this Fourth Amendment or of any instrument set forth herein or contemplated by this Fourth Amendment shall be and is a default under every other instrument set forth herein or
contemplated by this Fourth Amendment. 
 7. Ratification. Except as modified by this Fourth Amendment, Borrower hereby ratifies
and confirms the continued validity and viability of all terms, conditions and obligations set forth in the Loan Documents and all other instruments executed in connection with this Fourth Amendment, all as modified by this Fourth Amendment.

 8. Severability. Whenever possible, each provision of this Fourth Amendment shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity only, without invalidating the remainder
of such provision or of the remaining provisions of this Fourth Amendment. 
 9. Florida Contract. This Fourth Amendment shall be
deemed a Florida contract and shall be construed according to the laws of the State of Florida, regardless of whether this Fourth Amendment is executed by certain of the parties hereto in other states. 

10. Time. Time is of the essence of this Fourth Amendment. 
 11. Binding Effect and Modification. This Fourth Amendment shall bind the successors and assigns to the parties hereto and constitutes the entire understanding of the parties, which may not
be modified except in writing, executed by all parties hereto in the same form as this Fourth Amendment. 

  
 2 








 12. Conflict. As to any conflict between the terms of the Loan Agreement and the terms of this
Fourth Amendment, the terms of this Fourth Amendment shall supersede and control over such other terms. 
 13. Execution in
Counterparts. This Fourth Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument, and in making proof of this Fourth Amendment it
shall not be necessary to produce or account for more than one such counterpart. 
 14. Other Terms. Except as specifically
modified and amended by the terms set forth in this Fourth Amendment, all of the other terms, covenants, obligations and conditions of the Loan Agreement shall remain in full force and effect. 

15. Guarantors’ Reaffirmation. Guarantors execute this Fourth Amendment to re-affirm their joint and several liability for the
obligations of the Borrower and Guarantors under the Loan Agreement as modified by this Fourth Amendment. 
 16. Waiver of Jury
Trial. BANK, BORROWER AND GUARANTORS 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 ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FOURTH AMENDMENT TO 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. 
 Entered into as of the day and year first above written. 
  

							
	WITNESSES:	 		 	“BORROWER”
			
		 		 	DEER VALLEY HOMEBUILDERS, INC.,
		 		 	an Alabama corporation
				
	  
	 		 	By:	 	 /s/ Steve Lawler

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

	Signature of Witness	 		 		 	
	  
	 		 		 	
	Print or type name of Witness	 		 		 	


  
 3 








 STATE OF ALABAMA 
 COUNTY OF
                                         
            
 The foregoing instrument was acknowledged before me
this     day of April, 2012, by John Steven Lawler, as Chief Financial Officer of DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation, on behalf of the corporation. 

 

									
	          
	 	Personally known	 		 	  

	          
	 	Driver’s License (St:            )	 		 	Notary Public
	          
	 	Other Identification Produced	 		 	
		 	  
	 		 	  

		 	  
	 		 	Print or type name of Notary
				
		 		 		 	(SEAL)
				
		 		 		 	“GUARANTORS”
				
		 		 		 	DEER VALLEY CORPORATION,
		 		 		 	a Florida corporation
				
	  
	 		 	By:	  	 /s/ Steve Lawler

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

	Signature of Witness	 		 		  	
	  
	 		 		  	
	Print or type name of Witness	 		 		  	
				
		 		 		 	DEER VALLEY FINANCIAL CORP.,
		 		 		 	a Florida corporation
				
	  
	 		 	By:	  	 /s/ Steve Lawler

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

	Signature of Witness	 		 		  	
	  
	 		 		  	
	Print or type name of Witness	 		 		  	


  
 4 








 STATE OF
                                         
                
 COUNTY OF
                                         
            
 The foregoing instrument was acknowledged before me
this      day of April, 2012, by John Steven Lawler, as Chief Financial Officer of DEER VALLEY CORPORATION, a Florida corporation, on behalf of the corporation. 

 

									
	          
	 	Personally known	 		 	  

	          
	 	Driver’s License (St:            )	 		 	Notary Public
	          
	 	Other Identification Produced	 		 	
		 	  
	 		 	  

		 	  
	 		 	Print or type name of Notary
				
		 		 		 	(SEAL)

 STATE OF
                                         
                
 COUNTY OF
                                         
            
 The foregoing instrument was acknowledged before me
this      day of April, 2012, by John Steven Lawler, as Chief Financial Officer of DEER VALLEY FINANCIAL CORP., a Florida corporation, a Florida corporation, on behalf of the corporation. 

 

									
	          
	 	Personally known	 		 	  

	          
	 	Driver’s License (St:            )	 		 	Notary Public
	          
	 	Other Identification Produced	 		 	
		 	  
	 		 	  

		 	  
	 		 	Print or type name of Notary
				
		 		 		 	(SEAL)


  
 5 









									
		 		 		 	“BANK”
				
		 		 		 	 FIFTH THIRD BANK,

an Ohio banking corporation

				
	  
	 		 	By:	  	 /s/ Daniel Ray

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

	Signature of Witness	 		 		  	
	  
	 		 		  	
	Print or type name of Witness	 		 		  	

 STATE OF FLORIDA 

COUNTY OF HILLSBOROUGH 
 The
foregoing instrument was acknowledged before me this      day of April, 2012, by Daniel Riley, as Vice President of FIFTH THIRD BANK, an Ohio 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)



  
 6