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.
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
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.”
