EIGHTEENTH AMENDMENT TO NEGOTIATED PAYOFF AGREEMENT

Section 2(a)(i)(x) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

Section 2(a)(ii) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

to such escrow agent selected by Lender (the “Escrow Agent”), for further distribution to Lender pursuant to the terms of an escrow arrangement (the “Escrow Arrangement”) to be entered into among Borrower, Lender and the NW RedRock Members (defined below), to Lender’s account designated on Exhibit A attached hereto, the sum of $2,565,149.00 in respect of the Common Stock (the “CS Purchase Price”), with a portion of the CS Purchase Price equal to $50,000.00 to cover the out-of-pocket operating expenses of Lender that are not subject to Expense Payments by Borrower, if any, but are allocable to the New World Members and FMC SPE, in their capacities as members of the Lender, to be held in escrow for payment of such operating expenses (it being acknowledged and agreed that FMC SPE and the New World Members shall (I) remain liable for their proportionate shares of any and all such operating expenses of Lender that are not either paid for by Borrower or from such escrowed amounts, and that related to or are otherwise in respect of the period ending on the Initial Payment Date and (II) be entitled to their proportionate share of any unused amounts of such escrow), with the remaining balance of the CS Purchase Price to be distributed on the Initial Payment Date to Five Mile Capital II IMH Investment SPE LLC (“FMC SPE”) and to NWRA Ventures Management I, LLC (“NWRAVM”) and NWJ Realty Partners I, LLC (“NWJ Realty” and together with NWRAVM, the “New World Members”), as all of the members of Lender in 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;

to the Escrow Agent, for further distribution to NW Red Rock I Investor, LLC (“NW RedRock Investor”) pursuant to the terms of the Escrow Arrangement, to NW RedRock Investor’s account designated on Exhibit A-1 attached hereto, an amount equal to (x) if the Borrower shall close upon the Singerman Preferred Acquisition in accordance with the express terms of this Agreement, $3,364,694.00 or (y) if the Borrower shall close upon an Alternative Preferred Acquisition in accordance with the express terms of this Agreement, $3,372,191.00 (as applicable, the “NW RedRock Payment No. 1 Amount”) in full satisfaction and payment of all amounts due to NW Red Rock Investor in respect of the Loan, directly or indirectly, including as a direct owner of the RedRock NWJ Interest (defined below) (the “NW RedRock

to the Escrow Agent, for further distribution to NWRA Red Rock I, LLC (“NW RedRock I” and, together with the NW RedRock Investor, collectively, the “NW RedRock Members”) pursuant to the terms of the Escrow Arrangement, to NW RedRock I’s account designated on Exhibit A-2 attached hereto, an amount equal to (x) if the Borrower shall close upon the Singerman Preferred Acquisition in accordance with the express terms of this Agreement, $3,016,729.00 or (y) if the Borrower shall close upon an Alternative Preferred Acquisition in accordance with the express terms of this Agreement, $3,020,719.00 (as applicable, the “NW RedRock Payment No. 2 Amount” and together with the NW RedRock Payment No. 1 Amount, the “New World Cash Distribution”) in full satisfaction and payment of all amounts due to NW RedRock I in respect of the Loan, directly or indirectly, including as a direct owner of the RedRock NWRAVM Interest (defined below) (the “NW RedRock Payment No. 2”), and which NW RedRock Payment No. 2 shall be applied in partial payment of the Negotiated Payoff Amount on and as of the Initial Payment Date; and

to the Escrow Agent, for further distribution to Lender pursuant to the terms of the Escrow Arrangement, for receipt and distribution by Lender to FMC SPE, to FMC SPE’s account designated on Exhibit A-3 attached hereto (“FMC SPE’s Account”), the following amounts (collectively, the “Initial NPA Payment”): (1) (x) if the Borrower shall close upon the Singerman Preferred Acquisition in accordance with the express terms of this Agreement, $22,293,881 or (y) if the Borrower shall close upon an Alternative Preferred Acquisition in accordance with the express terms of this Agreement, $22,443,822 (as applicable, the “Initial NPA Payment Amount”), which amount, together with the Effective Date Payment (which shall be concurrently 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

Section 2(a)(iii) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

First (in the following order, but substantially simultaneously):

Lender shall distribute to NWJ Realty (the “NWJ JCP Partial Note Distribution”) a portion of the Lender’s interest in the Note in an amount equal to (x) if the Borrower shall close upon the Singerman Preferred Acquisition in accordance with the express terms of this Agreement, $4,112,404.00 or (y) if the Borrower shall close upon an Alternative Preferred Acquisition in accordance with the express terms of this Agreement, $4,121,567.00 (as applicable, the “JCP Realty Interest”), which JCP Realty Interest shall immediately thereafter be further distributed (the “JCP Realty Distribution”) by NWJ Realty to JCP Realty Partners, LLC (“JCP Realty”) in full satisfaction and payment of all amounts due to JCP Realty, as a direct owner of NWJ Realty, in respect of the Loan; and

Lender shall distribute to NWRAVM (the “NWRAVM JCP Partial Note Distribution” and together with the NWJ JCP Partial Note Distribution, the “New World Juniper Note Distributions”) a portion of the Lender’s interest in the Note in an amount equal to (x) if the Borrower shall close upon the Singerman Preferred Acquisition in accordance with the express terms of this Agreement, $3,687,113.00 or (y) if the Borrower shall close upon an Alternative Preferred Acquisition in accordance with the express terms of this Agreement, $3,691,990.00 (as applicable, the “Juniper NVM Interest” and, together with the JCP Realty Interest, collectively, the “Juniper Interest”), which Juniper NVM Interest shall immediately thereafter be further distributed (the “Juniper NVM Distribution” and,

Lender shall distribute to NWJ Realty (the “NWJ RedRock Partial Note Distribution”) a portion of the Lender’s interest in the Note in an amount equal to the NW RedRock Payment No. 1 Amount, which amount shall be equal to NWJ Realty’s entire remaining interest, directly or indirectly in the Loan (the “RedRock NWJ Interest”) and shall be in complete redemption of NWJ Realty’s interest in the Lender, and which RedRock NWJ Interest shall immediately thereafter be further distributed (the “RedRock NWJ Distribution”) by NWJ Realty to NW RedRock Investor in full satisfaction and payment of all amounts due to NW RedRock Investor, as a direct owner of NWJ Realty, in respect of the Loan; and

Lender shall distribute to NWRAVM (the “NWRAVM RedRock Partial Note Distribution” and together with the NWJ RedRock Partial Note Distribution, the “New World RedRock Note Distributions”, and the New World RedRock Note Distributions, together with the New World Juniper Note Distributions, the “New World Note Distributions”, and the New World Note Distributions, together with the New World Cash Distribution, the “New World Distribution”) a portion of the Lender’s interest in the Note in an amount equal to the NW RedRock Payment No. 2 Amount, which amount shall be equal to NWRAVM’s entire remaining interest, directly or indirectly in the Loan (the “RedRock NWRAVM Interest”) and shall be in complete redemption of NWRAVM’s interest in the Lender, and which RedRock NWRAVM Interest shall immediately thereafter be further distributed (the “RedRock NWRAVM 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;

Then (but immediately following the Juniper Entity Distributions), the Juniper Entities shall collectively further distribute (the “Juniper Distribution”) the Juniper Interest to Juniper Capital Partners, LLC (together with its controlled affiliates, including without limitation, JCP Realty and Juniper NVM,

Section 2(a)(v) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

Section 2(a)(viii) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof: