Unaudited Pro Forma Condensed Consolidated Financial Statements of IMMSMerger Agreement • July 25th, 2008 • IMMS, Inc. • Services-racing, including track operation
The following unaudited pro forma condensed consolidated financial statements have been prepared from, and should be read in conjunction with, the historical financial statements and related notes thereto of IMMS, Inc. (“IMMS”) and EV Rental Cars, LLC (“EV”) and are not necessarily indicative of the financial position or operating results that would have occurred had the transactions described below been in effect on the date indicated.
SECURITY AGREEMENTSecurity Agreement • December 22nd, 2008 • EV Transportation, Inc. • Services-racing, including track operation • California
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2008 by and among EV RENTAL CARS, LLC, a California limited liability company, with an address of 5500 West Century Boulevard, Los Angeles, California, 90045 (the “Debtor”), in favor of PLETHORA PARTNERS LLC, a California limited liability company with an address of 2049 Century Park East, Suite 3670, Los Angeles, California 90067 (the “Secured Party”) (Debtor and Secured Party, collectively the “Parties”).
LOAN AND SECURITY AGREEMENT TOYOTALoan and Security Agreement • December 22nd, 2008 • EV Transportation, Inc. • Services-racing, including track operation • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of 09/05/2008, by and between TOYOTA MOTOR CREDIT CORPORATION (“Lender”) and EV RENTAL CARS, LLC, a CALIFORNIA CORPORATION (“Borrower”).
EV TRANSPORTATION, INC. WARRANT TO PURCHASE COMMON STOCK **** 30,227,500 Shares of Common Stock ****Warrant Agreement • December 22nd, 2008 • EV Transportation, Inc. • Services-racing, including track operation • Nevada
This Warrant is issued in connection with a certain Secured Promissory Note and Warrant Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented, the “Note Purchase Agreement”), between Company, Holder and EV Rental Cars, LLC, a California limited liability company and wholly owned subsidiary of Company (the “Subsidiary”). Pursuant to the Note Purchase Agreement, Subsidiary executed a Secured Promissory Note, dated as of the date hereof (as amended, modified or supplemented, the “Note”), in favor of Holder in the principal amount of $300,000, bearing interest at 10% per annum. Also, pursuant to the Note Purchase Agreement, Subsidiary executed a Security Agreement, dated as of the date hereof (as amended, modified or supplemented, the “Security Agreement”), pursuant to which Subsidiary granted Holder a security interest in certain Collateral (as such term is defined in the Security Agreement) to secure its obligations under the Note. Terms used but not defin
EV RENTAL CARS, LLC a California limited liability company UNSECURED CONVERTIBLE PROMISSORY NOTEUnsecured Convertible Promissory Note • July 25th, 2008 • IMMS, Inc. • Services-racing, including track operation • Nevada
EV RENTAL CARS, LLC, a California limited liability company (the “Issuer”), hereby promises to pay to _____________________________ (the “Payee”), at _____________________________, or such other place as the Payee shall direct in writing, the principal sum of ________________________ Dollars ($______________), plus accrued interest thereon at the rate of ten percent (10%) per annum from the date that the funds are advanced or paid to Issuer, payable in lawful money of the United States of America. If the minimum principal amount of Notes is sold, then at the closing of the currently proposed reorganization between the Issuer and IMMS, Inc., a Nevada corporation (“IMMS”), as described in the Term Sheet dated March 6, 2008, attached hereto as Exhibit “A,” this Note shall automatically convert into the Units of IMMS as described in the Term Sheet and this Note shall be null and void. The Payee acknowledges that IMMS is not a party to the this Note or the Term Sheet, that IMMS is not makin
GUARANTY AGREEMENTGuaranty Agreement • December 22nd, 2008 • EV Transportation, Inc. • Services-racing, including track operation • California
THIS GUARANTY AGREEMENT (“Agreement”) is made and entered into as of October 9, 2008, by EV Transportation, Inc., a Nevada corporation (“Guarantor”), in favor of Plethora Partners LLC (“Lender”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 25th, 2008 • IMMS, Inc. • Services-racing, including track operation • California
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of July 8, 2008, by and among IMMS, Inc., a Nevada corporation (“Parent”), IMMS Acquisition, LLC, a California limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and EV Rental Cars, LLC, a California limited liability company (“Company”). The foregoing are sometimes collectively referred to collectively as the “Parties.”
SECURED PROMISSORY NOTESecured Promissory Note • December 22nd, 2008 • EV Transportation, Inc. • Services-racing, including track operation • California
This Note is issued in connection with a certain Secured Promissory Note and Warrant Purchase Agreement dated as of October 9, as amended, modified or supplemented, the “Note Purchase Agreement”) between Company, Parent and Holder.
SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTSecured Promissory Note and Warrant Purchase Agreement • December 22nd, 2008 • EV Transportation, Inc. • Services-racing, including track operation • California
THIS SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of October 9, 2008, by and among EV TRANSPORTATION, INC., a Nevada corporation (the “Parent”), EV RENTAL CARS, LLC, a California limited liability company and a wholly owned subsidiary of the Company (the “Subsidiary”) (Parent and Subsidiary, collectively, the “Company”) and PLETHORA PARTNERS, LLC, a California limited liability company (the “Purchaser”).
