STOCK TRANSFER AGREEMENT
THIS
STOCK TRANSFER AGREEMENT
(“Agreement”)
dated
October 30, 2008 among IBF Fund Liquidating LLC, a Delaware limited liability
company (“IBF”),
National Investment Managers Inc., a Florida corporation (“NIM”),
DCI
Master LDC (“DCI”),
and
Xxxxxx Capital Group LLC (“DCG”).
Capitalized terms used in this Agreement but not otherwise defined shall have
the meanings assigned to them in the Put Agreement (as defined below).
WHEREAS,
American Benefit Resources, Inc., IBF, DCI, and DCG, entered into a Put
Agreement, dated November 30, 2005 (the “Put
Agreement”);
WHEREAS,
NIM, DCI, and DCG entered into an Agreement, dated December 20, 2006, whereby
NIM agreed to make whole DCI and DCG with respect to obligations DCI or DCG
may
owe to IBF regarding the purchase of NIM shares pursuant to the Put Agreement
(the “NIM
Agreement”);
WHEREAS,
on November 30, 2007, NIM , DCI, and DCG entered into an amendment to the NIM
Agreement (the “Amendment”)
whereby DCI and DCG agreed to sell the NIM Shares to NIM in the event that
IBF
exercises its put;
WHEREAS,
in a letter dated August 21, 2008, IBF notified DCI and DCG that IBF intended
to
exercise its rights pursuant to Section 2(a) of the Put Agreement;
WHEREAS,
NIM intends to honor its obligations under the NIM Agreement and the Amendment
and DCI and DCG have no objection to NIM acquiring the NIM Shares;
WHEREAS,
IBF is willing to accept performance by NIM of the obligations of DCI and DCG
under the Put Agreement; and
WHEREAS,
IBF, NIM, DCI and DCG wish to close the purchase of the NIM Shares whereby
IBF
will deliver the NIM Shares together with medallion guaranteed stock powers
(the
“IBF
Deliverables”)
to NIM
in consideration of NIM’s payment of $1,000,000 to IBF (the “NIM
Payment”).
NOW,
THEREFORE, in consideration of the premises and the mutual covenants, conditions
and promises contained herein, the parties agree as follows:
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1.
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The
date of the closing of the purchase of the NIM shares by NIM from
IBF and
the delivery of the NIM Payment to IBF by NIM shall be October 30,
2008
(the “Closing
Date”).
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2.
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On
the Closing Date, IBF will (a) deliver the IBF Deliverables to NIM’s
attorney, on behalf of NIM, at the Law Offices of Xxxxxxx X. Xxxxxxx,
PLLC, 000 Xxxxxxx Xxxxxx, 0xx
Xxxxxx, Xxxx Xxxxxx, Xxx Xxxx 00000 and (b) NIM will wire to IBF
the NIM
Payment in accordance with the wire instructions set forth on Exhibit
A.
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3.
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Except
as expressly provided herein, nothing herein shall in any way modify
the
terms of the Put Agreement or release any obligations of DCI and
DCG
thereunder in the event that NIM shall fail to perform their obligations
to IBF thereunder.
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4.
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Notwithstanding
anything herein to the contrary, all actions to be taken and all
documents
to be executed and delivered by all parties at the Closing Date will
be
deemed to have been taken and executed simultaneously, and no action
will
be deemed to have been taken nor documents executed or delivered
until all
have been taken, executed and delivered.
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5.
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This
Agreement may be executed (including by facsimile transmission) with
counterpart signature pages or in two or more counterparts, each
of which
shall be deemed an original but all of which together shall constitute
one
and the same instrument.
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(Intentionally
Blank; Signatures to Follow)
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth in the first paragraph above.
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IBF
Fund Liquidating LLC
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By:/s/
Xxxxxx X. Xxxxxxxxx
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By:/s/Xxxxxx
Xxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx Xxxx
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Title:
Manager
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Title:
CEO
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DCI
Master LDC
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Xxxxxx
Capital Group LLC
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By:/s/
Xxxx Xxxx
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By:/s/
Xxxxxxx Xxxx
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Name:
Xxxx Xxxx
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Name:
Xxxxxxx Xxxx
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Title:
Director
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Title:
CEO
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Exhibit
A
- IBF Wire Instructions
• Citibank,
N.A.
• 00xx
Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx
• ABA
Routing No.: 021-000089
• Account
Name: IBF
Fund
Liquidating LLC
• Account
Number: 0074664299
