Exhibit 10.32 COLLEGELINK.COM INCORPORATED CONSULTING AGREEMENT In consideration of the agreement of COLLEGELINK.COM INCORPORATED (the "Company") to retain Patrick S. O'Brien as an independent consultant to provide the services for the term and at the...Consulting Agreement • November 20th, 2000 • Collegelink Com Incorp • Services-business services, nec • Rhode Island
1 EXHIBIT 10.2 ESCROW AGREEMENT This Escrow Agreement dated as of August 10, 1999 (this "Agreement") is made by and among (i) Cytation.com Incorporated, a New York corporation ("Parent"), (ii) Gerald A. Paxton ("Paxton") and Thomas J. Burgess...Escrow Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services • Massachusetts
1 EXHIBIT 1.2 WARRANT AGREEMENT By and Between COLLEGELINK.COM INCORPORATEDWarrant Agreement • January 20th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
c. Maximum. In no event shall any holder be entitled to exercise any ------- Warrant Shares to the extent that, after such exercise, the sum of the number of shares of Common Stock beneficially owned by any holder and its affiliates (other than shares...Cytation Corp • July 27th, 2006 • Mobile homes • Florida
EXHIBIT 10.01 AGREEMENT AND PLAN OF MERGER --------------------------Agreement and Plan of Merger • July 28th, 2006 • Deer Valley Corp • Mobile homes • Florida
Exhibit 10.10 THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE, DISPOSITION OR EXERCISE MAY BE EFFECTED...Cytation Corp • July 27th, 2006 • Mobile homes • Florida
This Share Exchange Agreement (the "AGREEMENT") dated as of November 16, --------- 2006 is by and between Deer Valley Corporation, a Florida corporation (the "COMPANY"), having a principal place of business at 4902 Eisenhower Blvd., Suite ------- 185,...Share Exchange Agreement • November 20th, 2006 • Deer Valley Corp • Mobile homes • Florida
1 COLLEGELINK.COM INCORPORATED AMENDED AND RESTATED NONCOMPETITION AND EMPLOYMENT AGREEMENT (Bradford J. Baker) This Amended and Restated Noncompetition and Employment Agreement (this "Agreement") is entered into as of February 15, 2000, by and...Employment Agreement • March 3rd, 2000 • Collegelink Com Incorp • Services-computer programming services • Delaware
1 EXHIBIT 10.4 CONSULTING AGREEMENT (GERALD A. PAXTON) This Consulting Agreement (the "Agreement"), entered into as of the 10th day of August, 1999, is by and among CollegeLink.com Incorporated, a Delaware corporation (the "Company"), Cytation.com...Consulting Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services
RECITALSAgreement and Plan of Merger • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services • Delaware
EXHIBIT 10.01 LOAN AGREEMENT THIS LOAN AGREEMENT (the "Loan Agreement") is made as of this _____ day of May, 2006, among FIFTH THIRD BANK, an Ohio banking corporation, having a mailing address of 38 Fountain Square Plaza, MD 109058, Cincinnati, Ohio...Loan Agreement • June 1st, 2006 • Cytation Corp • Mobile homes
1 EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of July 28, 1999 (this "Agreement") is made by and among Cytation.com Incorporated, Inc., a New York corporation (the "Corporation"), and USA Group Noel-Levitz,...Registration Rights Agreement • August 12th, 1999 • Cytation Com Inc • Services-computer programming services • Massachusetts
Exhibit 10.08 THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN...Cytation Corp • June 8th, 2006 • Mobile homes • Florida
This INVESTOR RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of --------- January , 2006, by and among Cytation Corporation, a Delaware corporation ----- (the "COMPANY"), each of the persons identified as Series A investors on ------- Exhibit...Investor Rights Agreement • January 25th, 2006 • Cytation Corp • Services-management consulting services • Florida
RECITALSSupport Agreement • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services • Delaware
EXHIBIT 10.04 GUARANTY OF LOAN CYTATION CORP. FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to DEER VALLEY...Cytation Corp • June 1st, 2006 • Mobile homes • Florida
Deer Valley Corporation, a Florida corporation (the "COMPANY"), hereby certifies that, for value received, VICIS CAPITAL MASTER FUND (the "HOLDER"), or registered assigns, is the registered holder of a warrant (the "WARRANT") to subscribe for and...Deer Valley Corp • November 20th, 2006 • Mobile homes • Florida
To secure the payment of an indebtedness in the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), lawful money of the United States of America, to be paid with interest, with the balance of the indebtedness, if not sooner paid, due and...Cytation Corp • June 1st, 2006 • Mobile homes • Alabama
AGREEMENTAgreement • October 21st, 1999 • Cytation Com Inc • Services-computer programming services • New York
Exhibit 10.31 COLLEGELINK.COM INCORPORATED CONSULTING AGREEMENT In consideration of the agreement of COLLEGELINK.COM INCORPORATED (the "Company") to retain Bradford J. Baker as an independent consultant to provide the services for the term and at the...Consulting Agreement • November 20th, 2000 • Collegelink Com Incorp • Services-business services, nec • Rhode Island
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 25th, 1999 • Cytation Com Inc • Services-computer programming services • Delaware
EXHIBIT 10.7 FIRST AMENDMENT TO PLACEMENT AGENT AGREEMENT This FIRST AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as of November 8, 2005 (the "AMENDMENT"), is made by and among DEERVALLEY ACQUISITIONS CORP., a Florida corporation...Placement Agent Agreement • February 15th, 2006 • Cytation Corp • Mobile homes • Florida
EXHIBIT 10.05 GUARANTY OF LOAN DEERVALLEY ACQUISITIONS CORP. FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to...Cytation Corp • June 1st, 2006 • Mobile homes • Florida
Exhibit 10.3 CONTINUING GUARANTY CYTATION CORP. For the purpose of inducing FIFTH THIRD BANK, a Michigan banking corporation, hereinafter referred to as the "Lender," to loan to DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation, hereinafter...Cytation Corp • April 18th, 2006 • Mobile homes
Exhibit 1.3 CRUTTENDEN ROTH INCORPORATED 24 CORPORATE PLAZA NEWPORT BEACH, CALIFORNIA 92660 CONSULTING AGREEMENT --------------------Consulting Agreement • January 11th, 2000 • Collegelink Com Incorp • Services-computer programming services • California
EXHIBIT 10.01 STATE OF ALABAMA COUNTY OF MARION SALES CONTRACT The Undersigned Purchaser Deer Valley Homebuilders, Inc., an Alabama corporation, hereby agrees to purchase and the Undersigned Seller Steve Logan hereby agrees to sell the following...Sales Contract • April 24th, 2006 • Cytation Corp • Mobile homes
ARTICLE 1Debt Exchange Agreement • June 8th, 2006 • Cytation Corp • Mobile homes • Florida
1.1 Annual Price Adjustment. For each Earnout Year (as defined below), ----------------------- the Buyer shall accrue a liability in an amount equal to: (a) the Net Income - Before Taxes of Deer Valley for such Earnout Year (as determined pursuant to...Earnout Agreement • January 25th, 2006 • Cytation Corp • Services-management consulting services • Alabama
Exhibit 10.26 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), entered into as of the 1st day of July, 1999, is by and among Cytation.com Incorporated, a New York corporation ("Cytation"), CollegeLink.com Incorporated, a Delaware...Employment Agreement • November 26th, 1999 • Collegelink Com Incorp • Services-computer programming services
LOCK UP LETTERCollegelink Com Incorp • November 26th, 1999 • Services-computer programming services
ARTICLE I BASIC LEASE PROVISIONSLease • October 21st, 1999 • Cytation Com Inc • Services-computer programming services • Rhode Island
RECITALS:Revolving Credit Loan and Security Agreement • April 18th, 2006 • Cytation Corp • Mobile homes • Florida
L E A S ECytation Com Inc • August 12th, 1999 • Services-computer programming services • Rhode Island
CONTINUING GUARANTY DEER VALLEY CORPORATIONDeer Valley Corp • December 12th, 2007 • Mobile homes
For the purpose of inducing FIFTH THIRD BANK, a Michigan banking corporation, hereinafter referred to as the "Lender," to loan to DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation, hereinafter referred to as the "Borrower," the maximum sum of $5,000,000.00, the undersigned, hereinafter referred to as "Guarantor," whether one or more, jointly and severally if more than one, does hereby unconditionally guaranty to Lender that: (a) Borrower will duly and punctually pay or perform all indebtedness, obligations and liabilities, direct or indirect, matured or unmatured, primary or secondary, certain or contingent of Borrower to Lender now or hereafter owing or incurred (including without limitation costs and expenses incurred by Lender in attempting to collect or enforce any of the foregoing) which are chargeable to Borrower either by law or under the terms of Lender's arrangements with Borrower relative to the above mentioned loan, hereinafter collectively referred to as the "Obligatio
Exhibit 10.28 AMENDMENT TO EMPLOYMENT AGREEMENT Reference is made to the Employment Agreement entered into as of February 11, 1999 between Cytation.com Incorporated and Kevin J. High (the "Employment Agreement"). The Employment Agreement is hereby...Employment Agreement • January 11th, 2000 • Collegelink Com Incorp • Services-computer programming services
