SIXTEENTH AMENDMENT TO NEGOTIATED PAYOFF AGREEMENT

THIS SIXTEENTH AMENDMENT TO NEGOTIATED PAYOFF AGREEMENT (this “Amendment”) is made effective as of July 9, 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”).

A.Lender and Borrower Parties previously entered into that certain Negotiated Payoff Agreement, effective April 3, 2014, that certain Amendment to Negotiated Payoff Agreement, effective April 29, 2014, that certain Second Amendment to Negotiated Payoff Agreement, effective April 30, 2014, that certain Third Amendment to Negotiated Payoff Agreement, effective May 30, 2014, that certain Fourth Amendment to Negotiated Payoff Agreement, effective June 4, 2014, that certain Fifth Amendment to Negotiated Payoff Agreement, effective June 6, 2014, that certain Sixth Amendment to Negotiated Payoff Agreement, effective June 11, 2014, that certain Seventh Amendment to Negotiated Payoff Agreement, effective June 13, 2014, that certain Eighth Amendment to Negotiated Payoff Agreement, effective June 18, 2014, that certain Ninth Amendment to Negotiated Payoff Agreement, effective June 23, 2014, that certain Tenth Amendment to Negotiated Payoff Agreement, effective June 25, 2014, that certain Eleventh Amendment to Negotiated Payoff Agreement, effective June 30, 2014, that certain Twelfth Amendment to Negotiated Payoff Agreement, effective July 1, 2014, that certain Thirteenth Amendment to Negotiated Payoff Agreement, effective July 2, 2014, that certain Fourteenth Amendment to Negotiated Payoff Agreement, effective July 7, 2014, and that certain Fifteenth Amendment to Negotiated Payoff Agreement, effective July 8, 2014 (together, the “Agreement”).

B.Lender and Borrower desire to further amend the Agreement on the terms and conditions set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.    Negotiated Early Payoff: NPO Deadline; Prepayments and Common Stock Acquisition. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

"2.    Negotiated Early Payoff.

(a) Notwithstanding anything to the contrary in the Loan Documents, Borrower shall have

the right to pay off the Loan and all other outstanding debts, liabilities and obligations due to Lender under the Loan Documents, including, without limitation, the Modified Prepayment Exit Fee and the Prepayment Premium (collectively, the “Outstanding Obligations”), and obtain a full discharge of the security therefor, at a negotiated amount equal to $80,000,000.00 (the “Negotiated Payoff Amount”), upon and subject to the following conditions (the “NPO Conditions”):

the amounts set forth on Exhibit B attached hereto, for further distribution by the New World Members to their respective equityholders, in the amounts set forth on Exhibit B attached hereto;

distributed by Lender to FMC SPE’s Account) shall be applied in partial payment of the Negotiated Payoff Amount on and as of the Initial Payment Date (such that, immediately after such payment and application (of the Initial NPA Payment Amount and the Effective Date Payment), the New World Cash Distribution and the Juniper Initial Conversion (defined below), the remaining, unpaid Negotiated Payoff Amount shall be $45,000,000.00 (such amount, as it may be reduced by payments made pursuant to clause (v) below, the “NPA Balance”)); (2) without duplication (to the extent not already paid pursuant to Section 2(a)(ii), subparts b. and c. and section (1) of this subpart d.), interest accrued at the Current Pay Interest Rate of 12% per annum for the period beginning April 1, 2014 and ending on the Initial Payment Date; (3) without duplication (to the extent not already paid pursuant to Section 2(a)(ii), subparts b. and c. and section (1) of this subpart d.), all accrued and unpaid Deferred Interest for the period beginning April 1, 2014 and ending on the Initial Payment Date; and (4) amounts sufficient to pay all reasonable and actual costs and expenses incurred by Lender (including those reimbursable pursuant to Section 9.13 of the Loan Agreement, including without limitation, those incurred in connection with the Negotiation Letter, all “Discussions” under and as defined therein and the negotiation and consummation of the transaction contemplated by this Agreement, to the extent the same have not been withdrawn from the IMH Collection Account in accordance with the Pre-Negotiation Letter (collectively, the “Expense Payments”);

Distribution” and together with the RedRock NWJ Distribution, collectively, the “RedRock Entity Distributions” and, the RedRock Entity Distributions, together with the Juniper Entity Distributions, the “NW Entity Distributions”) by NWRAVM to NW RedRock I in full satisfaction and payment of all amounts due to NW RedRock I, as a direct owner of NWRAVM, in respect of the Loan;

modifications as may be required to implement those described in clauses (1) and (2) and as may otherwise be agreed to by Borrower and Lender; and (y) Borrower shall cause Polsinelli, P.C. to deliver a legal opinion addressed to Lender and in form and substance reasonably acceptable to Lender with respect to, inter alia, Borrower Parties’ existence and authority, and the enforceability of the Loan Documents, as amended by the Loan Amendment, against all such Borrower Parties in accordance with their respective terms;

(b) Provided that (i) Borrower has timely deposited the Effective Date Payment on the Effective Date, (ii) no Event of Default shall have occurred under any of the Loan Documents, (iii) no default by any Borrower Party has occurred under this Agreement, (iv) SRE Acquisitions, LLC (together with its controlled affiliates, “Singerman”) has acquired (or

simultaneously with the consummation of the NPO Conditions that are to occur on the Initial Payment Date, shall acquire) Series A Preferred (as defined in that certain Term Sheet – Loan Acquisition and Modification of Series A Cumulative Convertible Preferred Stock Dated June 6, 2014 attached hereto as Exhibit C (the “Preferred Term Sheet”)), for no less than $17,000,000 in immediately available funds (such funds, the “Singerman Funds” and such acquisition, the “Singerman Preferred Acquisition”), which Singerman Funds are, in turn, remitted on the Initial Payment Date to Lender and applied pursuant to Section 2(a)(ii)(d) above, or Section 2(d) below, as applicable, such Series A Preferred to be on terms that are consistent with those set forth in the Preferred Term Sheet (or, Borrower has otherwise delivered funds equivalent to the Singerman Funds from an Alternative Preferred Acquisition), and (v) immediately upon the Juniper Initial Conversion and Juniper’s receipt of the Preferred Equity Shares pursuant to Section 2(a)(iii) above, Juniper has further exchanged (or shall further exchange) all such Preferred Equity Shares for Series A Preferred with the same aggregate liquidation preference value (such exchange, the “Juniper Preferred Exchange”) and has consummated the Juniper Preferred Acquisition, all such Series A Preferred to be on terms that are consistent with those set forth in the Preferred Term Sheet (it being acknowledged that the New World Note Distributions and the NW Entity Distributions, shall occur immediately prior to the Juniper Initial Conversion and the New World Cash Distributions), then:

Date: the New World Members shall be deemed to have been redeemed by the Lender, and the organizational documents of the Lender shall, at Borrower’s sole cost and expense, be modified and amended to reflect FMC SPE as the sole member of the Lender (provided that the New World Members shall enter into an agreement with Lender and FMC SPE in form reasonably satisfactory to all such parties confirming that (i) the New World Members shall be and remain liable for their proportionate shares of any and all of Lender’s obligations, claims and liabilities of any kind, relating to or otherwise in respect of the period ending on the Initial Payment Date and (ii) the FMC SPE shall be and remain liable for its proportionate share of any and all of Lender’s obligations, claims and liabilities of any kind, relating to or otherwise in respect of the period ending on the Initial Payment Date);

RedRock, (y) Juniper shall convert its entire interest in the Loan in the Juniper Initial Conversion (and shall further exchange its Preferred Equity Shares in the Juniper Preferred Exchange), and (z) the amounts in Section 2(a)(ii)d. shall be paid to Lender (which shall be a disregarded entity of FMC SPE at such time) in satisfaction of a portion of FMC SPE’s interest in the Loan. All parties hereto shall take all positions for tax purposes consistent with the foregoing and shall file all tax returns and reports consistent with the foregoing; and

(c) Provided that (i) no Event of Default shall have occurred under any of the Loan Documents, (ii) no default by any Borrower Party has occurred under this Agreement and (iii) Borrower has otherwise timely complied with the NPO Conditions, then on the Payoff Date, Lender shall accept the Negotiated Payoff Amount in full satisfaction of the Outstanding Obligations. In addition, provided that, on and as of the Initial Payment Date, (i) no Event of Default shall have occurred under any of the Loan Documents, (ii) no default by any Borrower Party has occurred under this Agreement and (iii) Borrower has otherwise timely complied with the NPO Conditions that are to be complied with as of the Initial Payment Date, then on the Initial Payment Date, Lender shall accept the CS Purchase Price in full payment for the Common Stock. In addition, provided that (i) no Event of Default shall have occurred under any of the Loan Documents and (ii) no default by any Borrower Party has occurred under this Agreement, Lender hereby agrees that, on and prior to the Initial Payment Date, Lender shall not exercise its right to convert all or any portion of the Loan into Class A Preferred Stock pursuant to Article 10 of the Loan Agreement, except as set forth in Section 2(a)(iii) above.

(d) In the event that any Event of Default occurs, or Borrower otherwise fails to timely comply with any or all of the NPO Conditions, then Borrower’s right to pay off the Outstanding Obligations prior to the First Prepayment Date and at a negotiated amount in accordance with this Agreement shall be deemed void and of no further force and effect, and the Loan Documents and all of the Lender’s rights thereunder, and the Lender’s subsidiary’s rights with respect to the Common Stock (unless the CS Purchase Price has then been paid in respect of the Common Stock) and, if applicable, all rights and remedies with respect to such Event of Default, shall continue unmodified by this Agreement and in full force and effect in all respects. Notwithstanding the foregoing, in the event that (x) both the Effective Date Payment and the Initial NPA Payment Amount and/or (y) any Interim NPA Payment

Amounts have then been unconditionally and irrevocably paid to Lender, such amounts shall be applied in reduction of the Outstanding Obligations, without regard to this Agreement (it being agreed, for clarification, that in such event, and among other things, a portion of such amounts shall be allocated to any applicable Prepayment Premium and/or Exit Fee (or Modified Prepayment Exit Fee) that would be due pursuant to the Loan Documents in the event that the dates on which the payments of (x) the Effective Date Payment and the Initial NPA Payment Amount and/or (y) any Interim NPA Payment Amounts were made, were Permitted Prepayment Dates pursuant to the Loan Documents).

(e) Borrower Parties and Lender hereby agree that, upon Lender’s acceptance of the Negotiated Payoff Amount and the payment and satisfaction of all other NPO Conditions, all in accordance with the terms of this Agreement, (i) except for the Surviving Obligations (as defined below), which will remain in full force and effect, the Note and all other Loan Documents shall terminate automatically and be of no further force or effect; (ii) all of the Outstanding Obligations shall be satisfied in full, and, except for the Surviving Obligations, Borrower, the other Borrower Parties and any other affiliate of Borrower that is an obligor under the Loan Documents shall be released and discharged from any and all obligations, covenants and agreements under the Loan Documents without further action from any Person; (iii) Lender shall be released as provided in Section 5 below; (iv) any and all security interests, liens and/or other encumbrances granted by Borrower or any other Borrower Party under the Loan Documents to secure its obligations to Lender under the Loan Documents shall, without any further action by Borrower Parties, Lender or any other Person, be immediately thereupon automatically terminated and released and be of no further force and effect; and (v) Borrower Parties shall be authorized to file any UCC-3 Financing Statement(s) evidencing the termination of any UCC-1 filings undertaken by Lender in connection with the Loan Documents, and any release documents delivered by Lender pursuant to Section 3 below; provided that, notwithstanding anything to the contrary set forth in this Agreement, in no event shall this Agreement or the payment of the full Negotiated Payoff Amount and all other amounts pursuant to and in accordance with this Agreement (including, without limitation, the Subsequent Payment Amounts and all other applicable amounts on the Payoff Date) release or otherwise discharge Borrower or any other Loan Party from any covenants or indemnification obligations (whether contingent in nature or otherwise) in the Loan Documents which expressly survive repayment in full of the Loan or termination of such Loan Documents (collectively, the “Surviving Obligations”).

(f)    Lender acknowledges and agrees that: (i) during the term of this Agreement, Lender shall not subscribe for any RO Notes; and (ii) nothing in this Agreement is intended to toll, delay, alter or otherwise modify the time periods for Lender’s timely exercise of its rights to subscribe for any RO Notes. For clarification, and notwithstanding that the Effective Date Payment shall not be applied hereunder, or otherwise credited to Borrower until either the Initial Payment Date or the Partial CS Repurchase Date (defined below), as applicable, Borrower acknowledges and agrees that Lender shall have no obligation to segregate or

otherwise maintain such Effective Date Payment in any account or manner and shall, upon receipt on the Effective Date, be entitled to disburse and otherwise utilize such Effective Date Payment in any manner that Lender may determine.

(g)    In the event that Borrower does not timely pay all Initial Payment Date Amounts to the Lender on or before the Initial Payment Date in accordance with Section 2(a)(ii) above, on the first (1^st) business day following the Initial Payment Date (the “Partial CS Repurchase Date”), Lender shall apply the Effective Date Payment in repurchase of 124,688 shares of Common Stock from the Lender (the “Partial Common Stock Repurchase”), and Borrower and Lender shall each execute and deliver to the other such documents and other writings, and do such other acts necessary or desirable, to evidence such Partial Common Stock Repurchase. In the event of a Partial Common Stock Repurchase, Borrower shall, as an obligation hereunder and under the Loan Documents, including without limitation, Section 9.13 of the Loan Agreement, remit all Expense Payments to Lender promptly on demand therefor.

TIME SHALL BE OF THE ESSENCE for the payment and performance of all actions pursuant to this Section 2, including without limitation, the payment and performance of the Outstanding Obligations, all NPO Conditions the Singerman Preferred Acquisition (or the Alternative Preferred Acquisition, in lieu thereof) and the Juniper Preferred Exchange.”

2.Lender Deliveries. Section 3(d) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof: “Original Mortgage Loan Documents in Lender’s possession, and an assignment or such other documents reasonably necessary to evidence the conveyance of the Common Stock to Borrower; and”.

3.Negotiated Payoff Amount. All references to “Payoff Amount” in Section 5 of the Agreement are hereby deleted in their entirety and replaced with “Negotiated Payoff Amount.”

4.Reinstatement. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

“9.    Reinstatement. Notwithstanding any contrary provision of this Agreement, (w) the liability of Borrower Parties under the Loan Documents shall be reinstated and revived, (x) the rights of Lender under the Loan Documents shall continue unmodified by this Agreement, (y) the rights of the NW RedRock Members under this Agreement to receive all amounts required to be paid to the NW RedRock Members shall continue, and (z) the rights of Juniper under this Agreement to receive all amounts required to be paid to Juniper shall continue, if in each case, (i) (1) with respect to the Lender, if any of the NPO Conditions is not timely satisfied, or (2) with respect to the NW RedRock Members and Juniper, if any of the NPO Conditions that are to be satisfied on or prior to the Initial Payment Date is not timely satisfied, or (ii) if and to the extent that for any reason, following the Payoff Date all or any portion of the Negotiated Payoff Amount or any other amount paid by any Borrower

Party hereunder is rescinded or must be otherwise restored by Lender, any NW RedRock Member and/or Juniper, whether as a result of any proceedings in bankruptcy or reorganization or other insolvency or debtor relief laws, all as though such amount had not been paid. If any of Lender, any NW RedRock Member and/or Juniper chooses to contest any such matter, Borrower Parties shall indemnify and hold harmless such parties from all actual out-of-pocket costs and expenses (including, without limitation, reasonable attorney costs and disbursements) of such litigation. To the extent that all or any payment of the Negotiated Payoff Amount or any other amount paid by any Borrower Party hereunder is rescinded or restored, the Loan shall be revived, unmodified and in full force and effect without reduction or discharge for that payment.”

5.Authority. Each party executing this Amendment represents and warrants, on behalf of itself only, that such party has full power and authority to execute same.

6.Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

7.Governing Law. The terms and conditions of this Amendment shall be governed by the applicable laws of the State of New York.

8.Other terms unmodified. Except as expressly amended herein, all of the terms and conditions contained in the Agreement are hereby reinstated and affirmed, and remain unamended, unmodified and in full force and effect. In the event of any inconsistency between the Agreement and this Amendment, the terms of this Amendment shall govern.