TERMINATION AGREEMENT
Exhibit
4.82
THIS TERMINATION AGREEMENT
(hereinafter referred to as this “Agreement”) is entered into by and among NATIONAL INVESTMENT MANAGERS
INC., a Florida corporation (the “Company”), and WOODSIDE CAPITAL PARTNERS IV,
LLC (“WoodSide
IV”),
WOODSIDE CAPITAL
PARTNERS IV QP, LLC (“WoodSide IV QP”),
WOODSIDE CAPITAL PARTNERS V,
LLC, as assignee
of Xxxxxx Brothers Commercial Bank (“Woodside V”), WOODSIDE CAPITAL PARTNERS V QP,
LLC, as assignee
of Xxxxxx Brothers Commercial Bank (“Woodside V QP,” and
together with Woodside V, the “Assignees”) (Woodside
IV, Woodside IV QP, Woodside V and Woodside V QP are collectively referred to
herein as the “Holders”) and Woodside Agency Services, LLC
(the “Collateral
Agent”), this 26th day of April, 2010. Capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the Securities Purchase Agreement, as defined below.
WHEREAS, the Company, the
Holders and the Collateral Agent entered into that certain Securities Purchase
and Loan Agreement, dated as of November 30, 2007 (as amended, modified, or
supplemented from time to time, the “Securities Purchase
Agreement”);
WHEREAS, the Company, the
Holders and the Collateral Agent entered into that certain Amendment No. 8 to
Securities Purchase and Loan Agreement, dated as of April 26, 2010 (the “Forbearance
Agreement”);
WHEREAS, the Company and the
Holders entered into that certain Contingent Interest Payment Agreement, dated
as of November 30, 2007 (the “CIP
Agreement”);
WHEREAS, the Company and the
Holders entered into that certain Fee Agreement, dated as of November 30, 2007
(the “2007 Fee
Agreement”);
WHEREAS, certain warrants
(evidenced by Warrant Certificate Numbers WC-1, WC-2, WC-3, WC-4, WC-5, WC-6,
WC-7, WC-8 and WC-9) (the “Warrants”) were issued to Woodside IV, Woodside IV
QP, and Xxxxxx Brothers Commercial Bank pursuant to Section 2 of the Securities
Purchase Agreement on November 30, 2007; the Warrants issued to Xxxxxx Brothers
Commercial Bank evidenced by Certificate Numbers WC-7, WC-8 andWC-9 were
subsequently assigned to the Assignees; and, pursuant to Section 11 of the
Securities Purchase Agreement, the Holders have certain rights to put their
Warrants to the Company (the "Put Rights"); and
WHEREAS, the Company, the
Holders and the Collateral Agent have entered into that certain letter agreement
Re: Fee Arrangements (the “Woodside Fee
Agreement”), dated as of April 26, 2010, pursuant to which each of the
Holders has agreed to (a) surrender each of the Warrants held by it to the
Company for cancellation and (b) relinquish its right to receive its portion of
the CIP Amount (as defined in the CIP Agreement) and the Fee Amount (as defined
in the 2007 Fee Agreement).
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Exhibit
4.82
NOW, THEREFORE, the parties
hereto, in implementation of the Woodside Fee Agreement, agree as
follows:
1. Representation and
Warranty. The Holders hereby represent and warrant that they
collectively own all Warrants, free and clear of all liens, pledges,
hypothecations, claims, restrictions or encumbrances, and that no other person,
firm or entity has any interest whatsoever in the Warrants, the Put Rights, the
CIP Amount or the Fee Amount.
2. Surrender of
Warrants. Each Holder hereby represents that it has
surrendered each of the Warrants held by it to the Company for cancellation and
hereby relinquishes all right, title and interest in and to the Warrants and the
related Put Rights held by it.
3. Relinquishment of Rights
Under the CIP Agreement and 2007 Fee Agreement. Each Holder
hereby relinquishes (i) all of its right, title and interest in and to its
portion of the CIP Amount (as defined in the CIP Agreement) and (ii) all of its
right, title and interest in and to the Fee Amount (as defined in the 2007 Fee
Agreement).
4. Termination. The
Warrants, the Put Rights, the CIP Agreement and the 2007 Fee Agreement are
hereby terminated and are of no further force and effect, and the Holders shall
have no further rights, and the Company shall have no further obligations, under
the Warrants, the Put Rights, the CIP Agreement, or the 2007 Fee
Agreement.
6. Invalidity. If
any of the provisions or terms of this Agreement shall be held for any reason to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any of the other terms hereof, and this Agreement shall be construed as
if such unenforceable term had never been contained herein.
7. Governing Law. The
validity of this Agreement, its construction, interpretation and enforcement,
and the rights of the parties hereunder, shall be determined under, governed by,
and construed in accordance with the laws of The Commonwealth of Massachusetts
without regard to conflicts of laws principles.
8. Entire
Agreement. This Agreement supersedes all agreements between
the parties with respect to the subject matter hereto, whether verbal or
written, and embodies the entire terms and conditions of the Agreement between
the parties. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their successors and/or assigns.
9. Execution. This
Agreement may be executed in counterparts, each of which shall be deemed an
original against the party whose signature appears thereon, and all of which
shall be considered an original and together shall constitute one
agreement. Facsimile signatures shall have the same effect as
original signatures.
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Exhibit
4.82
[Signature Page to
Follow]
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Exhibit
4.82
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.
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WOODSIDE
CAPITAL PARTNERS V, LLC
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By:
Woodside Opportunity Partners II, LLC, its Manager
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By:
Woodside Capital Management, LLC, its Manager
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By
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: /s/ Xxxxx
Xxxxxxxx
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Name:
Xxxxx Xxxxxxxx
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Title:
Manager
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WOODSIDE
CAPITAL PARTNERS V QP, LLC
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By:
Woodside Opportunity Partners II, LLC, its Manager
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By:
Woodside Capital Management, LLC, its Manager
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By
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: /s/ Xxxxx
Xxxxxxxx
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Name:
Xxxxx Xxxxxxxx
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Title:
Manager
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WOODSIDE CAPITAL PARTNERS IV,
LLC
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By:
Woodside Opportunity Partners, LLC, its Manager
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By:
Woodside Capital Management, LLC, its Manager
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By
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: /s/ Xxxxx
Xxxxxxxx
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Name:
Xxxxx Xxxxxxxx
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Title:
Manager
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WOODSIDE
CAPITAL PARTNERS IV QP, LLC
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By:
Woodside Opportunity Partners, LLC, its Manager
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By:
Woodside Capital Management, LLC, its Manager
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By
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: /s/ Xxxxx
Xxxxxxxx
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Name:
Xxxxx Xxxxxxxx
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Title:
Manager
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Exhibit
4.82
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WOODSIDE AGENCY SERVICES,
LLC, as Collateral Agent
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By:
Woodside Capital Management, LLC, its Manager
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By:
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/s/ Xxxxx
Xxxxxxxx
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Name:
Xxxxx Xxxxxxxx
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Title:
Manager
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| NATIONAL INVESTMENT MANAGERS INC. | |||
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By:
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/s/ Xxxxxx X. Xxxx
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Name:
Xxxxxx X. Xxxx
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Title:
CEO
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