EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
This Executive Employment Agreement (“Agreement”), is entered into as of the 24th day of July, 2014 (“Effective Date”), between Lawrence D. Bain (“Executive”) and IMH Financial Corporation (“Company”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 24, 2014, by and among IMH Financial Corporation, a Delaware corporation (the “Company”), and each of the other Persons signatory hereto or that executes and delivers a joinder agreement pursuant to Section 8. Capitalized terms used but not otherwise defined herein are defined in Section 13.
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (William Meris)Separation Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Arizona
THIS EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (this “Separation Agreement”) is entered into this 24th day of July, 2014 (the “Execution Date”), by and between (i) William Meris, an individual (“Executive”), and (ii) IMH Financial Corporation, a Delaware corporation (the “Company”)
IMH FINANCIAL CORPORATION INDEMNIFICATION AGREEMENTImh Financial Corporation Indemnification Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of July 24, 2014 by and between (i) IMH Financial Corporation, a Delaware corporation (the “Company”), and (ii) Seth Singerman, an individual (“Indemnitee”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • July 29th, 2014 • IMH Financial Corp • Real estate • New York
THIS FIRST AMENDMENT TO PROMISSORY NOTE (as amended, restated, replaced, supplemented or otherwise modified from time to time by a writing between the parties hereto, this “Amendment”) is entered into as of this 24th day of July, 2014, by and between NWRA VENTURES I, LLC, a Delaware limited liability company, having an address at c/o Five Mile Capital Partners, LLC, 301 Tresser Boulevard, 3 Stamford Plaza, 12th Floor, Stamford, CT 06901 (together with its successors and assigns, collectively, “Payee”), and IMH FINANCIAL CORPORATION, a Delaware corporation, having an address at 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253 (“Maker”).
REDEMPTION AGREEMENTRedemption Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
THIS REDEMPTION AGREEMENT (“Agreement”), is entered into as of July 24, 2014 (the “Effective Date”), by and between IMH Financial Corporation, a Delaware corporation (the “Company”) and Desert Stock Acquisition I, LLC, a Delaware limited liability company (the “Stockholder”).
SRE FEE AGREEMENTSre Fee Agreement • July 29th, 2014 • IMH Financial Corp • Real estate
THIS FEE AGREEMENT (this “Agreement”) is entered into effective as of July 24, 2014 (the “Effective Date”), by and between IMH Financial Corporation, a Delaware corporation (“IMH”), and SRE Monarch, LLC, a Delaware limited liability company (“SRE”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 29th, 2014 • IMH Financial Corp • Real estate
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into effective as of July 24, 2014 (the “Effective Date”), by and between IMH Financial Corporation, a Delaware corporation (“IMH”), and JCP Realty Advisors, LLC, a Delaware limited liability company (the “Consultant”).
SERIES B-2 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
THIS SERIES B-2 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of the 24th day of July, 2014 by and among IMH Financial Corporation, a Delaware corporation (the “Company”), and SRE Monarch, LLC, a Delaware limited liability company (the “Purchaser”). The Company and the Purchaser may each be referred to herein as a “Party” or collectively as the “Parties.”
IMH FINANCIAL CORPORATION Restricted Stock Award AgreementRestricted Stock Award Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”), effective as of January 1, 2015, governs an award granted by IMH FINANCIAL CORPORATION, a Delaware corporation (the “Company”), of common stock of the Company, par value $0.01 per share (the “Common Stock”), to STEVE DARAK (“Executive”), subject to the provisions of that certain executive employment agreement entered into as of July 24, 2014 between the Company and Executive (the “Executive Employment Agreement”). All capitalized terms used, but not defined, in this Award Agreement shall have the meaning given such terms in the Executive Employment Agreement.
SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK EXCHANGE AND SUBSCRIPTION AGREEMENTExchange and Subscription Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • Delaware
THIS SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK EXCHANGE AND SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of the 24th day of July, 2014 by and among IMH Financial Corporation, a Delaware corporation (the “Company”), JCP Realty Partners, LLC, a Delaware limited liability company (“JCP Realty”), and Juniper NVM, LLC, a Delaware limited liability company (“Juniper NVM”). The Company, JCP Realty, and Juniper NVM may each be referred to herein as a “Party” or collectively as the “Parties”; further each of JCP Realty and Juniper NVM may be referred to herein as a “Purchaser”.
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 29th, 2014 • IMH Financial Corp • Real estate • New York
THIS FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of July 24, 2014 (the “Effective Date”) (as amended, restated, replaced, supplemented or otherwise modified from time to time by a writing between the parties hereto, this “Amendment”), between NWRA VENTURES I, LLC, a Delaware limited liability company, having an address at c/o Five Mile Capital Partners, LLC, 301 Tresser Boulevard, 12th Floor, Stamford, CT 06901 (together with its successors and assigns, collectively, “Lender”), and IMH FINANCIAL CORPORATION, a Delaware corporation, having an address at 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253 (“Borrower”).
