INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 12th, 2018 • IMH Financial Corp • Real estate • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2018, 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.
INVESTMENT AGREEMENTInvestment Agreement • February 12th, 2018 • IMH Financial Corp • Real estate • New York
This AMENDED AND RESTATED INVESTMENT AGREEMENT (this “Agreement”) is entered into as of the 9th day of February, 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” and together with JPM and JCP, “Investors”), and IMH Financial Corporation, a Delaware corporation (the “Company” and, together with Investors, the “Parties”).
SERIES B-3 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries B-3 Cumulative Convertible Preferred Stock Subscription Agreement • February 12th, 2018 • IMH Financial Corp • Real estate • Delaware
THIS SERIES B-3 CUMULATIVE CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of the 9th day of February, 2018 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”.
IMH FINANCIAL CORPORATION COMMON STOCK PURCHASE WARRANTWarrant Agreement • February 12th, 2018 • IMH Financial Corp • Real estate • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JPMorgan Chase Funding, Inc., a Delaware corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 9, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on February 9, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IMH Financial Corporation, a Delaware corporation (the “Company”), up to 600,000 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
