EXHIBIT
10.2




IMH
FINANCIAL CORPORATION




INDEMNIFICATION
AGREEMENT




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) William Meris, an individual (“Indemnitee”).


THE
PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings
and intentions:




A.           The
Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company.




B.           In
order to induce Indemnitee to continue to provide services to the Company, the
Company wishes to provide for the indemnification of, and advancement of
expenses to, Indemnitee to the maximum extent permitted by law.




C.           The
Bylaws of the Company (the “Bylaws”) and the
Certificate of Incorporation of the Company (together with the Bylaws, the
“Charter
Documents”) require indemnification of the officers and directors of the
Company, and Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Delaware (the “DGCL”).




D.           The
Charter Documents and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the board of
directors, officers and other persons with respect to
indemnification.




E.           The
Company and Indemnitee recognize the continued difficulty in obtaining liability
insurance for the Company’s directors, officers, employees, agents and
fiduciaries, the significant and continual increases in the cost of such
insurance and the general trend of insurance companies to reduce the scope of
coverage of such insurance.




F.           The
Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents and
fiduciaries to expensive litigation risks at the same time as the availability
and scope of coverage of liability insurance provide increasing challenges for
the Company.




G.           Indemnitee
does not regard the protection currently provided by applicable law, the
Company’s governing documents and available insurance as adequate under the
present circumstances, and the Indemnitee and certain other directors, officers,
employees, agents and fiduciaries of the Company may not be willing to continue
to serve in such capacities without additional protection.







H.           The
Board of Directors of the Company (the “Board”) has
determined that the increased difficulty in attracting and retaining highly
qualified persons such as Indemnitee is detrimental to the best interests of the
Company’s stockholders and that the Company should act to assure such persons
that there will be increased certainty of such protection in the
future.




I.           It
is reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, and to advance expenses on behalf of, such persons to the
fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so
indemnified.




NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:




Section
1.            Services to the
Company.  Indemnitee will serve or continue to serve as a
director or officer of the Company for so long as Indemnitee is duly elected or
appointed or until Indemnitee is removed or terminated, as applicable, or
tenders his or her resignation.  Indemnitee may tender the resignation
at any time in his or her sole and absolute
discretion.  Notwithstanding anything to the contrary in this
Agreement, the Company and the Indemnitee acknowledge that the Indemnitee’s
employment, if any, is and shall continue to be at-will, as defined under
applicable law.




Section
2.            Definitions.  As
used in this Agreement:




2.1           “Corporate Status”
means a person who is or was a member of the Company’s board of directors
(“director”) or officer of the Company or of any other corporation, partnership
or joint venture, trust, employee benefit plan or other enterprise which such
person is or was serving at the request of the Company.




2.2           “Enterprise” shall
mean the Company and any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, employee, agent or
fiduciary.




2.3           “Expenses” shall
include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with defending, preparing to defend, investigating, being or
preparing to be a witness in, or otherwise participating in, a Proceeding.
Expenses also shall include Expenses incurred in connection with any appeal
resulting from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedes bond, or
other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.




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2.4           “Independent Counsel”
means a law firm, or a partner (or, if applicable, member) of such a law firm,
selected by Indemnitee that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to indemnification matters), or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.




2.5           The
term “Proceeding” shall
include any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, formal or informal government or
self-regulatory agency investigation or inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether brought in the right
of the Company or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which Indemnitee was, is or will be involved as a party
or otherwise by reason of the fact that Indemnitee is or was a director or
officer of the Company, by reason of any action taken by Indemnitee or of any
action on the Indemnitee’s part while acting as director or officer of the
Company, or by reason of the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in each case whether or not serving in such capacity at the time any
Expense is incurred for which indemnification, reimbursement, or any Advance of
Expenses can be provided under this Agreement; provided, however, that the
term “Proceeding” shall not include any action, suit or arbitration initiated by
Indemnitee to enforce Indemnitee’s rights under this Agreement.




Section
3.            Indemnity in Third-Party
Proceedings. The Company shall indemnify Indemnitee in accordance with
the provisions of this Section 3 if
Indemnitee is, or is threatened to be made, a party to or a participant (as a
witness or otherwise) in any Proceeding, other than a Proceeding by or in the
right of the Company to procure a judgment in its favor.  Pursuant to
this Section 3,
Indemnitee shall be indemnified against all Expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by Indemnitee or on
his or her behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company
and, in the case of a criminal Proceeding, had no reasonable cause to believe
that his or her conduct was unlawful.  Indemnitee shall not enter into
any settlement in connection with such Proceeding without prior written consent
of the Company, and the Company shall not be liable to indemnify Indemnitee
under this Agreement for such settlement without prior written consent of the
Company.  The Company shall be permitted to enter into a settlement on
behalf of Indemnitee in connection with such Proceeding except that such
settlement shall not impose any penalty, adverse admission, or limitation on
Indemnitee without Indemnity’s prior written consent.




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Section
4.            Indemnity in Proceedings by
or in the Right of the Company.  The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee is, or is threatened to be made, a party to or a participant in any
Proceeding by or in the right of the Company to procure a judgment in its
favor.  Pursuant to this Section 4, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company.  No indemnification for Expenses shall be
made under this Section 4 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company unless and only to the extent
that the Delaware Court of Chancery (the “Delaware Court”) or
any court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification for
such expenses as the Delaware Court or such other court shall deem proper, which
determination shall, for the avoidance of doubt, satisfy the requirements of the
immediately preceding sentence.




Section
5.            Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  Without
limiting any other rights of the Indemnitee pursuant to this Agreement, (a) to
the extent that Indemnitee is a party to or a participant in and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue
or matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in
connection therewith; and (b) if Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with each successfully
resolved claim, issue or matter.  For purposes of this Section the
term “successful” shall include, but not be limited to, (i) any termination,
withdrawal, or dismissal (with or without prejudice) of such Proceeding without
any express finding of liability or guilt against Indemnitee, (ii) the
expiration of 120 days after the making of such Proceeding without the
institution of the same and without any promise or payment made to induce a
settlement, or (iii) the settlement of such Proceeding pursuant to which the
Indemnitee pays less than $10,000 irrespective of whether other parties make
payments which may be deemed to be on behalf of Indemnitee.




Section
6.            Indemnification For Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness in any Proceeding to which Indemnitee is not a party,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.




Section
7.            Additional
Indemnification.




7.1           Subject
to any limitation in Sections 3, 4 or 5, the Company shall
indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a
party to or is threatened to be made a party to any Proceeding (including a
Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with the
Proceeding.




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7.2          For
purposes of Section
7.1, the meaning of the phrase “to the fullest extent permitted by law”
shall include, but not be limited to:




(i)           to
the fullest extent permitted by the provision of the DGCL that authorizes or
contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the DGCL or such provision
thereof; and




(ii)           to
the fullest extent authorized or permitted by any amendments to or replacements
of the DGCL adopted after the date of this Agreement that increase the extent to
which a corporation may indemnify its officers and directors.




Section
8.            Exclusions.  Notwithstanding
any provision in this Agreement to the contrary, the Company shall not be
obligated under this Agreement to make any indemnity:




8.1           for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to (i) any
excess beyond the amount paid under any insurance policy or other indemnity
provision or (ii) with respect to any insurance policy to the extent paid for by
the Indemnitee, any increase in premiums resulting from the amount paid under
such policy;




8.2           for
disgorgement or return of profits made from the purchase and sale (or sale and
purchase) by Indemnitee of securities of the Company within the meaning of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of state statutory law or common law;




8.3           for
any claim, issue or matter initiated or brought by Indemnitee, except (i) with
respect to actions or proceedings brought to establish or enforce a right to
receive Expenses or indemnification under this Agreement or any other agreement
or insurance policy or under the Charter Documents now or hereafter in effect
relating to indemnification or (ii) if the Board has approved the initiation or
bringing of such claim;




8.4           for
which payment is prohibited by applicable law; or




8.5           for
any claim, issue or matter as to which Indemnitee shall have (a) entered a plea
of guilty or nolo contendere to a
felony or (b) received a final, unappealable judgment or verdict of guilty or
its equivalent in any criminal proceeding.




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Section
9.            Advances of Expenses Prior
to or During a Proceeding.  The Company shall pay in advance,
to the extent not prohibited by law, the Expenses incurred by Indemnitee in
connection with any Proceeding prior to disposition of such Proceeding (an
“Advance”). The
Company shall pay from time to time any Advance within thirty (30) days after
the receipt by the Company of a statement or statements requesting such Advance
(which shall include invoices received by Indemnitee in connection with such
Expenses but, in the case of invoices in connection with legal services, any
references to legal work performed or to expenditures made that would cause
Indemnitee to waive any privilege accorded by applicable law shall not be
included with the invoice). Advances shall be unsecured and interest free.
Advances shall be made without regard to Indemnitee’s ability to repay the
expenses and without regard to Indemnitee’s ultimate entitlement to
indemnification under Sections 11 and 12 and the other
applicable provisions of this Agreement. Advances shall include any and all
reasonable Expenses incurred pursuing an action to enforce this right to an
Advance, whether such Expenses are incurred before or after the disposition of
the Proceeding for which enforcement of this right to an Advance is
pursued.  The Indemnitee shall qualify for Advances upon the execution
and delivery to the Company of this Agreement which shall constitute an
undertaking providing that the Indemnitee undertakes to the fullest extent
required by law to repay all Advances if and to the extent that it is determined
by a court of competent jurisdiction, regardless of whether such determination
is subject to appeal, that Indemnitee is not entitled to be indemnified by the
Company. This Section
9 shall not apply to any claim made by Indemnitee for which indemnity is
excluded pursuant to Section
8.




Section
10.          Procedure for
Notification.  Indemnitee agrees to notify promptly the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or any Advance of Expenses covered
hereunder.  The failure of Indemnitee to so notify the Company shall
not relieve the Company of any obligation which it may have to the Indemnitee
under this Agreement, or otherwise.




Section
11.          Procedure to
Determine Indemnification and Any Repayment of Advances After Disposition of a
Proceeding.




11.1          After
the Indemnitee has made a written request for indemnification pursuant to Section 10, then
promptly following disposition of a Proceeding, a determination with respect to
Indemnitee’s entitlement to indemnification and to retain any Advances given to
Indemnitee shall be made in the specific case by majority vote of the directors
who are neither parties nor threatened to be made parties, to any Proceeding,
even though less than a quorum, or by a committee of such directors designated
by majority vote of such directors, even though less than a quorum (in either
case, the “Disinterested
Directors”) or, if there are no Disinterested Directors,
by  Independent Counsel and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within thirty
(30) days after such determination.  Indemnitee shall cooperate with
the Disinterested Directors or Independent Counsel, as applicable, making such
determination with respect to Indemnitee’s entitlement to indemnification,
including providing to the Disinterested Directors or Independent Counsel, as
applicable, upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination. Any costs or expenses (including attorneys’ fees and
disbursements) incurred by Indemnitee in so cooperating with the Disinterested
Directors or Independent Counsel, as applicable, shall be borne by the Company
(irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.




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11.2          The
Independent Counsel, if any, shall be selected by Indemnitee.  The
Company may, within ten (10) days after written notice of such selection,
deliver to the Indemnitee a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in
Section 2 of
this Agreement, and the objection shall set forth with particularity the factual
basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If such written
objection is so made and substantiated, the Independent Counsel so selected may
not serve as Independent Counsel unless and until such objection is withdrawn or
a court has determined that such objection is without merit.  If,
within 20 days after the later of submission by Indemnitee of a written request
for indemnification pursuant to Section 10(a) hereof,
and the final disposition of the Proceeding, including any appeal therein, no
Independent Counsel shall have been selected and not objected to, the Indemnitee
may petition a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company to the selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the
person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 11.1
hereof.  Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 13.1 of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).




Section
12.           Presumptions and
Effect of Certain Proceedings.




12.1          In
making a determination with respect to entitlement to indemnification hereunder,
the Disinterested Directors or Independent Counsel, as applicable, making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for
indemnification.  Neither the failure of the Company nor of the
Disinterested Directors or Independent Counsel, as applicable, to have made a
determination prior to the commencement of any Advance or indemnification action
pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company or by the Disinterested Directors or Independent
Counsel, as applicable, that Indemnitee has not met such applicable standard of
conduct, shall be a defense available to the Company to the Advance or
indemnification action or create a presumption that Indemnitee has not met the
applicable standard of conduct necessary to obtain an Advance or
indemnification.




12.2          The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of guilty or nolo contendere other than
to a felony, shall not (except as otherwise expressly provided in this
Agreement) of itself create a presumption that Indemnitee did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.




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12.3          For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith (i) in any action that does not require, as an element of
the claim or cause of action, the establishment of any state of mind
inconsistent with a finding of good faith or (ii) if Indemnitee’s action is
based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise or the Board or counsel selected by any committee of the Board or
on information or records given or reports made to the Enterprise by an
independent certified public accountant or by an appraiser, investment banker or
other expert selected with reasonable care by the Company or the Board or any
committee of the Board.  The provisions of this Section 12.3 shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.




12.4          The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.




Section
13.          Remedies of
Indemnitee.




13.1          Subject
to Section
13.5, in the event that (i) a determination is made by the Disinterested
Directors (and, for the avoidance of doubt, not by the Independent Counsel)
pursuant to Section
11 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) any Advance of Expenses is not timely made pursuant
to Section 9 of
this Agreement, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 11.1 of this
Agreement within 60 days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last
sentence of Section
11.1 of this Agreement within thirty (30) days after receipt by the
Company of a written request therefor, or (v) payment of indemnification
pursuant to Section
3, 4 or
7 of this
Agreement is not made within thirty (30) days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication by a court of his or her entitlement to such
indemnification or any Advance of Expenses. Alternatively, Indemnitee, at his or
her option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. Indemnitee shall commence such proceeding seeking an
adjudication or an award in arbitration within one hundred eighty (180) days
following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section 13.1; provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his or her rights under Section 5 of this
Agreement. The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration.




13.2          In
the event that a determination shall have been made by the Disinterested
Directors pursuant to Section 11.1 of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 13 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding or arbitration commenced pursuant to this Section 13, the
Company shall have the burden of proving Indemnitee is not entitled to
indemnification or an Advance of Expenses, as the case may be.




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13.3          If
a determination shall have been made pursuant to Section 11.1 of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 13, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.




13.4          The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 13 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this
Agreement.  The Company shall indemnify Indemnitee against any and all
Expenses which are incurred by Indemnitee in connection with any action brought
by Indemnitee for indemnification or any Advance of Expenses from the Company
under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company only if Indemnitee ultimately is determined
to be entitled to such indemnification, Advance of Expenses or insurance
recovery, as the case may be, in the suit for which indemnification or an
Advance is being sought.




13.5          Notwithstanding
anything in this Agreement to the contrary but without in any way limiting the
Indemnitee’s right to Advances under Section 9, no
determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the disposition of the Proceeding.




Section
14.          Non-exclusivity;
Survival of Rights; Insurance; Reasonable Assistance; Subrogation.




14.1          No
amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that after the date
of this Agreement a change in Delaware law, whether by statute or judicial
decision, permits greater indemnification or Advances of Expenses than would be
afforded currently under the Charter Documents and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change.  No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.




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14.2          The
Company shall use commercially reasonable best efforts to (i) maintain an
insurance policy or policies providing liability insurance for directors,
officers, employees, or agents of the Company or of any other Enterprise and
(ii) to provide that until at least the sixth (6th)
anniversary of the date of expiration of the Indemnitee’s period of service with
the Company (the “Six-Year Period”),
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such
director, officer, employee or agent under such policy or
policies.  If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of the commencement of
such proceeding to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.




14.3          Indemnitee
hereby agrees that during the Six-Year Period he or she shall provide reasonable
assistance to the Company in investigating, responding to, pursuing, or
defending against a Proceeding, including the giving of truthful oral or written
testimony, provided that (i) the Company compensates the Indemnitee at a daily
rate commensurate with the Indemnitee’s final salary with the Company (or in the
case of a former director of the Company a cash per diem determined by the Board
in its sole discretion but in no event less than the then actual cash rate
payable to directors per Board ordinary meeting or if no such rate, the
recurring annual cash rate divided by the number of ordinary Board meetings) for
all time spent by the Indemnitee at the Company’s request on such assistance;
and (ii) the Indemnitee’s cooperation does not waive or impair her or his rights
under the Fifth Amendment to the United States Constitution, or any like
privilege or immunity against self-incrimination; provided further, that an
assertion of such privilege or immunity shall not create a presumption that the
Indemnitee has not met an applicable standard of conduct.




14.4          In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.




14.5          The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (or for which any Advances are provided
hereunder) if and to the extent that Indemnitee has otherwise actually received
such payment under any other indemnification or contribution agreement or any
insurance policy, contract, agreement or otherwise except, with respect to any
insurance policy to the extent paid for by the Indemnitee, any increase in
premiums resulting from the amount paid under such policy.




14.6          The
Company’s obligation to provide indemnification or any Advance of Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced
by any amount Indemnitee has actually received as indemnification or an Advance
of Expenses from such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise.




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Section
15.          Survival; Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns and shall inure to the benefit of Indemnitee and
Indemnitee’s heirs, executors and administrators.  The Company shall
require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to the Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in Corporate Status even though
Indemnitee may have ceased to serve in such capacity at the time of any
Proceeding.




Section
16.          Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; (b)
such provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.




Section
17.          Enforcement;
Entire Agreement.




17.1          The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, as applicable, and the Company
acknowledges that Indemnitee is relying upon this Agreement in serving as a
director or officer of the Company, as applicable.




17.2          This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all indemnifications
obligations of the Company pursuant to the Charter Documents, except as required
by the DGCL, and all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter
hereof.




Section
18.          Modification and
Waiver.  No supplement, modification, waiver, or amendment of
this Agreement or any provisions of this Agreement shall be binding unless
executed in writing by the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions of this Agreement nor shall any waiver constitute a continuing
waiver.




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Section
19.          Notice by
Indemnitee.  Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or any Advance of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to the Indemnitee under this
Agreement or otherwise.




Section
20.          Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given if (a) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, (c) mailed by reputable overnight courier and receipted for by the party
to whom said notice or other communication shall have been directed or (d) sent
by confirmed facsimile transmission, and shall be addressed if to Indemnitee, at
Indemnitee’s address as set forth beneath Indemnitee’s signature to this
Agreement and if to the Company at the address of its principal corporate
offices or to any other address as may have been furnished to Indemnitee by the
Company.




Section
21.          Contribution.  To
the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever other than under the express limitations set forth in this Agreement,
the Company, in lieu of indemnifying Indemnitee, shall, upon approval or order
of the Delaware Court, contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in
settlement and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (a) the relative benefits received by the Company and Indemnitee as a
result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (b) the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).




Section
22.          Applicable Law and Consent
to Jurisdiction.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13.1 of this
Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (a)
agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Delaware Court, and not in any other
state or federal court in the United States of America or any court in any other
country, (b) consent to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (c) appoint, to the extent such party is not otherwise
subject to service of process in the State of Delaware, The Corporation Trust
Company, Wilmington, Delaware as its agent in the State of Delaware as such
party’s agent for acceptance of legal process in connection with any such action
or proceeding against such party with the same legal force and validity as if
served upon such party personally within the State of Delaware, (d) waive any
objection to the laying of venue of any such action or proceeding in the
Delaware Court, and (e) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Delaware Court has been brought in
an improper or inconvenient forum.




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Section
23.          Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.




Section
24.          Miscellaneous.  The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.




[Signature
      Page Follows]


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IN WITNESS WHEREOF, the parties have
caused this Agreement to be signed as of the day and year first above
written.





“COMPANY”IMH
      FINANCIAL CORPORATIONBy:
                    /s/ Shane
      C. AlbersShane
      C. AlbersChief
      Executive Officer“INDEMNITEE”By:
                    /s/
      William
      MerisWilliam
      Meris




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