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
EXHIBIT 4.3 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...Warrant Agreement • March 15th, 2005 • Fast Eddie Racing Stables Inc • Services-racing, including track operation • New York
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
RECITALS:Asset Purchase Agreement • March 28th, 2006 • National Investment Managers Inc. • Investment advice • Texas
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
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...Common Stock Purchase Warrant • June 5th, 2006 • National Investment Managers Inc. • Investment advice
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
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...Warrant Agreement • December 26th, 2006 • National Investment Managers Inc. • Investment advice
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
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
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...Warrant Agreement • September 27th, 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
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 • September 27th, 2006 • National Investment Managers Inc. • Investment advice • New York
NATIONAL INVESTMENT MANAGERS INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of February 28, 2007, by and between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the "Company"),...Nonstatutory Stock Option Agreement • March 6th, 2007 • National Investment Managers Inc. • Investment advice • New York
PROMISSORY NOTEPromissory Note • January 4th, 2007 • National Investment Managers Inc. • Investment advice
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
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
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
BY AND AMONGMerger Agreement • January 12th, 2006 • National Investment Managers Inc. • Investment advice • New York
RECITALSEmployment Agreement • October 26th, 2006 • National Investment Managers Inc. • Investment advice • California
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
RECITALSEmployment Agreement • December 4th, 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...Master Security Agreement • March 15th, 2005 • Fast Eddie Racing Stables Inc • Services-racing, including track operation • New York
WITNESSETH: ----------Funds Escrow Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
EXHIBIT 10.7 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of January 27, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the "Guarantors"), in favor of the...Subsidiary Guarantee • April 19th, 2005 • National Investment Managers Inc. • Insurance agents, brokers & service • New York
