REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30 2006, by and between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
AMONGStock Purchase Agreement • March 6th, 2007 • National Investment Managers Inc. • Investment advice • New York
RECITALSEscrow Agreement • December 6th, 2005 • National Investment Managers Inc. • Investment advice • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...National Investment Managers Inc. • June 5th, 2006 • Investment advice
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") made, entered into this 3rd day of October, 2006 (the "Effective Date"), by and between Nicholas J. Lamoriello and Stephen R. Zito, each an individual (hereinafter referred to...Management Agreement • October 10th, 2006 • National Investment Managers Inc. • Investment advice • New York
5. Representations and Warranties of the Purchaser......................15 ----------------------------------------------- 5.1 No Shorting...............................................15 ----------- 5.2 Requisite Power and...Securities Purchase Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
CONFIDENTIAL ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 4th, 2005 • National Investment Managers Inc. • Investment advice • New York
EXHIBIT 10.6 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of January 27, 2005 (this "Agreement"), among Duncan Capital Financial Group, Inc., a Delaware corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the...Security Agreement • April 19th, 2005 • National Investment Managers Inc. • Insurance agents, brokers & service • New York
ARTICLE I INTEREST & AMORTIZATIONFast Eddie Racing Stables Inc • March 15th, 2005 • Services-racing, including track operation • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...National Investment Managers Inc. • December 26th, 2006 • Investment advice
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...National Investment Managers Inc. • September 27th, 2006 • Investment advice • New York
SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between National Investment Managers Inc., a Florida corporation (the "Company"), and the undersigned (the "Subscriber")....Subscription Agreement • December 26th, 2006 • National Investment Managers Inc. • Investment advice • New York
EXHIBIT 4.5 FAST EDDIE RACING STABLES, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman...Fast Eddie Racing Stables Inc • March 15th, 2005 • Services-racing, including track operation • New York
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November ___, 2005, by and between National Investment Managers Inc., a Florida corporation (the "Company"), American...Registration Rights Agreement • December 6th, 2005 • National Investment Managers Inc. • Investment advice • New York
RECITALSEmployment Agreement • March 15th, 2005 • Fast Eddie Racing Stables Inc • Services-racing, including track operation • New York
AMONGStock Purchase Agreement • January 4th, 2007 • National Investment Managers Inc. • Investment advice • New York
EXHIBIT 4.6 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of March 9, 2005, among Laurus Master Fund, Ltd. (the "Pledgee"), Fast Eddie Racing Stables, Inc., a Florida corporation (the "Company"), and each of the other...Stock Pledge Agreement • March 15th, 2005 • Fast Eddie Racing Stables Inc • Services-racing, including track operation • New York
AMENDMENT AGREEMENT This AMENDMENT AGREEMENT, dated as of August 10, 2006 (this "Agreement"), between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (f/k/a Fast Eddie Racing Stables, Inc.)(the "Company"), and LAURUS MASTER FUND, LTD., a...Amendment Agreement • August 21st, 2006 • National Investment Managers Inc. • Investment advice • New York
SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between National Investment Managers Inc., a Florida corporation (the "Company"), and the undersigned (the "Subscriber")....Subscription Agreement • October 20th, 2005 • National Investment Managers Inc. • Investment advice • New York
RECITALSEmployment Agreement • March 6th, 2007 • National Investment Managers Inc. • Investment advice • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED Registration Rights Agreement (this "Agreement") is made and entered into as of November 30, 2005, by and between NATIONAL INVESTMENT MANAGERS, INC., a Florida corporation...Registration Rights Agreement • December 6th, 2005 • National Investment Managers Inc. • Investment advice • New York
BY AND AMONGAgreement and Plan of Merger • January 12th, 2006 • National Investment Managers Inc. • Investment advice • New York
ARTICLE I INTERPRETATIONEscrow Agreement • October 10th, 2006 • National Investment Managers Inc. • Investment advice • New York
RECITALSEmployment Agreement • August 5th, 2005 • National Investment Managers Inc. • Investment advice • New York
SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between National Investment Managers Inc., a Florida corporation (the "Company"), and the undersigned (the "Subscriber")....Subscription Agreement • September 27th, 2006 • National Investment Managers Inc. • Investment advice • New York
RECITALSEmployment Agreement • October 26th, 2006 • National Investment Managers Inc. • Investment advice • California
RECITALS:Asset Purchase Agreement • March 28th, 2006 • National Investment Managers Inc. • Investment advice • Texas
JOINDER AGREEMENT THIS JOINDER IN SUBSIDIARY GUARANTY, MASTER SECURITY AGREEMENT AND STOCK PLEDGE AGREEMENT (this "Joinder") is executed as of December 1, 2006 by National Actuarial Pension Services, Inc. a Texas corporation ("National"), (the...Joinder Agreement • December 4th, 2006 • National Investment Managers Inc. • Investment advice
NATIONAL INVESTMENT MANAGERS INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of January 2, 2007, by and between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the "Company"),...Nonstatutory Stock Option Agreement • January 4th, 2007 • National Investment Managers Inc. • Investment advice • New York
Exhibit 10.112 AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note ("Amendment") is by and between Renee J. Conner and William E. Renninger (the "Holders") and National Investment Managers Inc. (the "Maker"), effective as of...Promissory Note • October 2nd, 2009 • National Investment Managers Inc. • Investment advice
May 30, 2006 National Investment Managers Inc. 830 Third Avenue 14th Floor New York, NY 10022 Attn: Mr. Leonard A. Neuhaus Re: Restricted Account: Account Number - 270-405-6304 Account Name: National Investment Managers Inc., maintained at North Fork...National Investment Managers Inc. • June 5th, 2006 • Investment advice
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 30_, 2006 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between National Investment Managers Inc., a Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of May 30, 2006 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Purchaser is required to place $7,000,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account in accordance wit
RECITALSEmployment Agreement • January 4th, 2007 • National Investment Managers Inc. • Investment advice • New York
EXHIBIT 10.2 STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 2, 2005,Stock Purchase Agreement • August 5th, 2005 • National Investment Managers Inc. • Investment advice • New York
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...National Investment Managers Inc. • April 19th, 2005 • Insurance agents, brokers & service • New York
RECITALSEmployment Agreement • December 4th, 2006 • National Investment Managers Inc. • Investment advice • New York
