EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 14th, 2017 • IMH Financial Corp • Real estate • Delaware
This Executive Employment Agreement (“Agreement”) is entered into as of the 11th day of April, 2017 (“Effective Date”), between Samuel Montes (“Executive”) and IMH Financial Corporation (“Company”). Executive and the Company are each sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties”.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 27th, 2019 • IMH Financial Corp • Real estate • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 25th, 2019, 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.
IMH FINANCIAL CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • November 22nd, 2010 • IMH Financial Corp • Real estate • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of November 19, 2010 by and between (i) IMH Financial Corporation, a Delaware corporation (the “Company”), and (ii) Shane C. Albers, an individual (“Indemnitee”).
SERIES B-4 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTConvertible Preferred Stock Subscription Agreement • September 27th, 2019 • IMH Financial Corp • Real estate • Delaware
THIS SERIES B-4 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of the 25th day of September, 2019 by and among IMH Financial Corporation, a Delaware corporation (the “Company”), and JPMorgan Chase Funding Inc. (the “Purchaser”). The Company and the Purchaser may each be referred to herein as a “Party” or collectively as the “Parties”.
GUARANTY (Repayment)Guaranty • October 24th, 2014 • IMH Financial Corp • Real estate • Texas
THIS GUARANTY (this "Guaranty") is executed effective as of October 20, 2014, by IMH FINANCIAL CORPORATION, a Delaware corporation ("Guarantor"), for the benefit of BANK OF THE OZARKS (together with its successors and assigns, "Lender").
INVESTMENT AGREEMENTInvestment Agreement • June 4th, 2018 • IMH Financial Corp • Real estate • New York
This SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT (this “Agreement”) is entered into as of the 31st day of May, 2018 by and among JPMorgan Chase Funding Inc., a Delaware corporation (“JPM”), JCP Realty Partners, LLC, a Delaware limited liability company (“JCP”), Juniper NVM, LLC, a Delaware limited liability company (“Juniper”; together with JCP, “Juniper Parties” and, together with JPM and JCP, “Investors”), and IMH Financial Corporation, a Delaware corporation (the “Company” and, together with Investors, the “Parties”).
IMH FINANCIAL CORPORATION, and U.S. Bank National Association, as Trustee 4% Senior Subordinated Notes due 2019Indenture • February 7th, 2014 • IMH Financial Corp • Real estate • New York
INDENTURE dated as of _________ __, 2014, between IMH Financial Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal office at 7001 North Scottsdale Road, #2050, Scottsdale, Arizona 85253, and U.S. Bank National Association, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).
SUBSCRIPTION AGREEMENTLimited Liability Company Agreement • November 12th, 2015 • IMH Financial Corp • Real estate • Delaware
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
INDEMNITY AND GUARANTY AGREEMENT (IMHFC REO and Loan Portfolio)Indemnity and Guaranty Agreement • January 30th, 2015 • IMH Financial Corp • Real estate • Arizona
THIS INDEMNITY AND GUARANTY AGREEMENT (this “Agreement”), made as of January 23, 2015, by IMH FINANCIAL CORPORATION, a Delaware corporation (“Indemnitor”), whose address is c/o IMH Financial Corporation, 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, in favor of CALMWATER CAPITAL 3, LLC, a California limited liability company (“Lender”), whose address is 11755 Wilshire Blvd., Suite 1400, Los Angeles, California 90025.
EMPLOYMENT AGREEMENT (Steve Darak)Employment Agreement • April 26th, 2011 • IMH Financial Corp • Real estate • Arizona
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 20th day of April, 2011 (the “Effective Date”) by and between (A) (i) Steve Darak (“Executive”) and (ii) IMH Financial Corporation, a Delaware corporation (“IMH”), and (B) (i) Executive, and (ii) INFINET Securities, LLC, a Delaware limited liability company (“Infinet”).
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (William Meris)Separation Agreement • August 1st, 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”)
ARTICLE 1 DEFINITIONS 1 SECTION 1.01 Definitions 1 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES 6 SECTION 2.01 Designation Amount and Issue of Notes 6 SECTION 2.02 Form of Notes 6 SECTION 2.03 Date and...IMH Financial Corp • October 17th, 2018 • Real estate • New York
INDENTURE dated as of _________ __, 2018, between IMH Financial Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal office at 7001 North Scottsdale Road, #2050, Scottsdale, Arizona 85253, and U.S. Bank National Association, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2011 • IMH Financial Corp • Real estate • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 7, 2011, 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 hereof. Capitalized terms used but not otherwise defined herein are defined in Section 11 hereof.
AGREEMENT Dated as of [_________], 2014 by and among NWRA VENTURES I, LLC,Cash Management Agreement • January 31st, 2014 • IMH Financial Corp • Real estate • New York
This AGREEMENT (this “Agreement”), dated as of [_______], 2014 , is made by and among NWRA VENTURES I, LLC, a Delaware limited liability company (together with its successors and/or assigns, collectively, “NW Capital”), acting in its capacity as agent for the equal and ratable benefit of NW Capital and the Rights Offering Indenture Trustee (hereinafter defined), as trustee under the Rights Offering Trust Indenture (hereinafter defined) for the equal and ratable benefit of the Rights Offering Noteholders (hereinafter defined), and U.S. BANK NATIONAL ASSOCIATION (together with its permitted successors and/or assigns pursuant to Section 18, collectively, the “Exchange Offering Indenture Trustee”), as trustee under the Exchange Offering Trust Indenture (hereinafter defined) on behalf of and at the approval, direction and request of the Exchange Offering Noteholders (hereinafter defined).
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • October 24th, 2014 • IMH Financial Corp • Real estate • Texas
THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is made and entered into effective as of October 20, 2014, by and between IMH GABELLA, LLC, a Delaware limited liability company ("Borrower"), and BANK OF THE OZARKS ("Lender"). For ease of reference the title of the various articles in this Agreement are provided hereinbelow:
PURCHASE AND SALE AGREEMENT BY AND BETWEENPurchase and Sale Agreement • April 14th, 2017 • IMH Financial Corp • Real estate • Arizona
For Ten Dollars and other valuable consideration, _______________________, an __________________ company, the Grantor, does hereby convey to ______________________, a _______________ company, the Grantee, Grantor’s interest in the real property and improvements situated in __________ County, Arizona, described on attached Exhibit A, together with all rights, benefits, privileges, easements, tenements, hereditaments, water rights, and appurtenances upon or in any way appertaining thereto (including but not limited to development rights, water rights, etc.);
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”).
CONSULTING SERVICES AGREEMENT (Juniper Capital Partners, LLC)Consulting Services Agreement • June 13th, 2011 • IMH Financial Corp • Real estate
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into effective as of June 7, 2011 (the “Effective Date”), by and between (A) (i) IMH Financial Corporation, a Delaware corporation (“IMH”) and (ii) Juniper Capital Partners LLC (the “Consultant”), and (B) (i) INFINET Securities, LLC (“Infinet”), and (ii) the Consultant.
AMENDED AND RESTATED SEDONA AGREEMENT DATED MARCH 28, 2013Sedona Agreement • August 8th, 2013 • IMH Financial Corp • Real estate • Arizona
LIST OF SCHEDULES AND EXHIBITS Exhibit 1(a)-iv List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Schnebly Hill Property) Exhibit 1(a)-v List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Orchards Annex Property Lease) Exhibit 1(a)-vi List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Orchards Inn Parking Lease) Exhibit 1(a)-vii List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Sinagua Storage Lease) Exhibit 1(a)-viii List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Sinagua Parking Lease) Exhibit 1(a)-ix List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Affordable Housing Lease Interest) Exhibit 1(a)-x List of Contracts, Accounts Payable, Accounts Receivable and Deposits (Temporary Housing Lease Interest) Exhibit 1(f)-i Licenses and Permits (LaMerra Property) Exhibit 1(f)-ii Licenses and Permits (L’Auberge Property) Exhibit 1(f)-iii Licenses and Permits (Orch
LOAN AGREEMENT Dated as of June 7, 2011 Between IMH FINANCIAL CORPORATION, as Borrower and NWRA VENTURES I, LLC as LenderLoan Agreement • June 13th, 2011 • IMH Financial Corp • Real estate • New York
AGREEMENT AND PLAN OF CONVERSION AND CONTRIBUTION by and among IMH SECURED LOAN FUND, LLC INVESTORS MORTGAGE HOLDINGS, INC. IMH HOLDINGS, LLC SHANE C. ALBERS WILLIAM MERIS STEVE DARAK BRIAN PETERSON RYAN MURANAKAAgreement and Plan of Conversion • May 17th, 2010 • IMH Secured Loan Fund, LLC • Mortgage bankers & loan correspondents • Delaware
MEZZANINE ASSIGNMENT AND ASSUMPTION AGREEMENTMezzanine Assignment and Assumption Agreement • November 20th, 2017 • IMH Financial Corp • Real estate • New York
THIS MEZZANINE ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 6th day of November, 2017 (the “Funding Date”), among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Assignor”) and IMH ONE WESTCHASE MEZZ, LLC, a Delaware limited liability company, having an address at c/o IMH Financial Corporation, 7001 N. Scottsdale Rd., Suite 2050, Scottsdale, Arizona 85253 (“Assignee”).
TERMINATION OF EMPLOYMENT AGREEMENT, RELEASE AND ADDITIONAL COMPENSATION AGREEMENTTermination of Employment Agreement • May 15th, 2019 • IMH Financial Corp • Real estate • Delaware
This Termination of Employment Agreement, Release and Additional Compensation Agreement (“Agreement”) is entered into as of the 9th day of April, 2019 (“Effective Date”) between Lawrence D. Bain (“Executive”) and IMH Financial Corporation (“Company”) (collectively “Parties”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 30th, 2015 • IMH Financial Corp • Real estate
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as of the 23rd day of November, 2015 (the "Amendment Date"), by and between IMH FINANCIAL CORPORATION, a Delaware corporation ("Borrower"), and SRE MONARCH LENDING, LLC, a Delaware limited liability company ("Lender").
LOAN AGREEMENTLoan Agreement • January 7th, 2015 • IMH Financial Corp • Real estate • Illinois
THIS LOAN AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of December 31, 2014, by and among:
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT (JCP Realty Advisors, LLC)Consulting Services Agreement • March 29th, 2018 • IMH Financial Corp • Real estate
THIS FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT (this “Amendment”) is entered into as of the 17th day of October, 2017, by and between IMH Financial Corporation, a Delaware corporation (“IMH”), and JCP Realty Advisors, LLC, a Delaware limited liability company (the “Consultant”).
IMH SECURED LOAN FUND, LLC RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTRestated Operating Agreement • April 30th, 2007 • IMH Secured Loan Fund, LLC • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) was made and entered into as of the 15th day of May, 2003, as restated as of the 30th day of March, 2006, by and among Investors Mortgage Holdings, Inc., an Arizona corporation (the “Manager” and, in its capacity as a member of the Company, the “Initial Member”), and all Persons who may become members of the Company from time to time in accordance herewith, (the “Members”), and IMH Secured Loan Fund, LLC, a Delaware limited liability company (the “Company”).
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”).
CONSULTING SERVICES AGREEMENT (ITH Partners, LLC)Consulting Services Agreement • November 14th, 2019 • IMH Financial Corp • Real estate
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into effective as of the 25th day of July, 2019 (the “Effective Date”) by and between ITH PARTNERS, LLC, a Delaware limited liability company (“Consultant”), and IMH FINANCIAL CORPORATION, a Delaware corporation (together with its subsidiaries, the “IMHFC”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 12th, 2015 • IMH Financial Corp • Real estate
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as of the 24th day of August, 2015 (the "Amendment Date"), by and between IMH FINANCIAL CORPORATION, a Delaware corporation ("Borrower"), and SRE MONARCH LENDING, LLC, a Delaware limited liability company ("Lender").
INDEMNITY AND GUARANTY AGREEMENT (IMHFC REO and Loan Portfolio (Loan #2))Indemnity and Guaranty Agreement • January 30th, 2015 • IMH Financial Corp • Real estate • Arizona
THIS INDEMNITY AND GUARANTY AGREEMENT (this “Agreement”), made as of January 23, 2015, by IMH SPECIAL ASSET NT 175-IGH, LLC, an Arizona limited liability company (“IMH 175”), AZ-HAVASU, LLC, an Arizona limited liability company (“AZ Havasu”), AZ-HAVASU SN 2.08, LLC, an Arizona limited liability company (“AZ 2.08”), AZ-HAVASU GOLDEN VALLEY, LLC, an Arizona limited liability company (“AZ Golden Valley”), AZ-HAVASU KINGMAN, LLC, an Arizona limited liability company (“AZ Kingman”), NM EMERALD, LLC, a New Mexico limited liability company (“NM Emerald”), IMH SPECIAL ASSET NT 118, LLC, an Arizona limited liability company (“IMH 118”), IMH SPECIAL ASSET NT 176, LLC, an Arizona limited liability company (“IMH 176”), IMH SPECIAL ASSET NT 162, LLC, an Arizona limited liability company (“IMH 162”), IMH SPECIAL ASSET NT 194, LLC, an Arizona limited liability company (“IMH 194”), IMH SPECIAL ASSET NT 102, LLC, an Arizona limited liability company (“IMH 102”), IMH SPECIAL ASSET NT 228, LLC, an Arizon
DEFERRAL AND CONSENT AGREEMENTDeferral and Consent Agreement • July 29th, 2019 • IMH Financial Corp • Real estate • Delaware
This DEFERRAL AND CONSENT AGREEMENT (this “Agreement”), effective as of April 1, 2019, is being entered into on July 23, 2019, by and among IMH Financial Corporation, a Delaware corporation (the “Company”), JPMorgan Chase Funding Inc., a Delaware corporation (“JPM”), JCP Realty Partners, LLC, a Delaware limited liability company (“JCP”), and Juniper NVM, LLC, a Delaware limited liability company (“Juniper”; each of JPM, JCP and Juniper, together with their successors and assigns and any other party that executes a joinder hereto or otherwise becomes bound hereby, is referred to herein as a “Stockholder” and they are collectively referred to herein as the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Certificate of Designation (as defined below).
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 29th, 2016 • IMH Financial Corp • Real estate
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 23rd day of March, 2016 (the “Amendment Date”), by and between IMH FINANCIAL CORPORATION, a Delaware corporation (“Borrower”), and SRE MONARCH LENDING, LLC, a Delaware limited liability company (“Lender”).
SIXTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 29th, 2016 • IMH Financial Corp • Real estate
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 23rd day of September, 2016 (the “Amendment Date”), by and between IMH FINANCIAL CORPORATION, a Delaware corporation (“Borrower”), and SRE MONARCH LENDING, LLC, a Delaware limited liability company (“Lender”).
EIGHTEENTH AMENDMENT TO NEGOTIATED PAYOFF AGREEMENTNegotiated Payoff Agreement • July 30th, 2014 • IMH Financial Corp • Real estate • New York
THIS EIGHTEENTH AMENDMENT TO NEGOTIATED PAYOFF AGREEMENT (this “Amendment”) is made effective as of July 23, 2014 (the “Effective Date”), by and between NWRA VENTURES I, LLC, a Delaware limited liability company (“Lender”) and IMH FINANCIAL CORPORATION, a Delaware corporation (“Borrower”) and the other parties signatory hereto (together with Borrower, the “Borrower Parties”).
