JOINDER AGREEMENT
THIS JOINDER IN SUBSIDIARY GUARANTY, MASTER SECURITY AGREEMENT AND
STOCK PLEDGE AGREEMENT (this "Joinder") is executed as of January 2, 2007 by
Benefit Dynamics, Inc. a Pennsylvania corporation ("National"), (the "Joining
Party"), and delivered to Laurus Master Fund, Ltd., a Cayman Islands company
(the "Purchaser"). Except as otherwise defined herein, terms used herein and
defined in the November Purchase Agreement (as defined below) shall be used
herein as therein defined.
WITNESSETH:
WHEREAS, National Investment Managers, Inc., a Florida corporation
(the "Company"), certain Subsidiaries of the Company and the Purchaser, have
entered into (a) that certain Securities Purchase Agreement, dated as of March
9, 2005 (as amended, modified or supplemented from time to time, the "March
Purchase Agreement"); (b) that certain Securities Purchase Agreement, dated as
of November 30, 2005 (as amended, modified or supplemented from time to time,
the "November Purchase Agreement"); (c) that certain Subsidiary Guaranty dated
as of March 10, 2005, made by certain Subsidiaries in favor of the Purchaser (as
amended, modified or supplemented from time to time, the "Subsidiary Guaranty");
(d) that certain Master Security Agreement dated as of March 10, 2005 made by
the Company and certain subsidiaries in favor of the Purchaser (as amended,
modified or supplemented from time to time, the "Master Security Agreement"),
(e) that certain Stock Pledge Agreement dated as of March 7, 2005 made by the
Company and certain Subsidiaries in favor of the Purchaser (as amended,
modified, or supplemented from time to time, the "Stock Pledge Agreement") and
(f) that certain Securities Purchase Agreement, dated as of May 30, 2006 (as
amended, modified, or supplemented from time to time, the "May Purchase
Agreement"), and
WHEREAS, the Joining Party is a direct or indirect Subsidiary of the
Company and desires, or is required pursuant to the provisions of the March
Purchase Agreement, the November Purchase Agreement, the May Purchase Agreement,
and Master Security Agreement to become, a Guarantor under the Subsidiary
Guaranty, an Assignor under the Master Security Agreement and a Pledgor under
the Stock Pledge Agreement;
NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to the Joining Party, the receipt and sufficiency of which are hereby
acknowledged, the Joining Party hereby makes the following representations and
warranties to the Purchaser and hereby covenants and agrees with the Purchaser
as follows:
NOW, THEREFORE, the Joining Party agrees as follows:
1. By this Joinder, the Joining Party becomes (i) a Guarantor for
all purposes under the Subsidiary Guaranty, (ii) an Assignor for all purposes
under the Master Security Agreement and (iii) a Pledgor for all purposes under
the Stock Pledge Agreement.
2. The Joining Party agrees that, upon its execution hereof, it will
become a Guarantor under the Subsidiary Guaranty with respect to all Obligations
(as defined in the Subsidiary Guaranty), and will be bound by all terms,
conditions and duties applicable to a Guarantor under the Subsidiary Guaranty,
the March Purchase Agreement and the other Related Agreements, as such term is
defined in the March Purchase Agreement (the "March Related Agreements"), the
November Purchase Agreement and other Related Agreements as such term is defined
in the November Purchase Agreement (the "November Related Agreements"), and the
May Purchase Agreement and the other Related Agreements as such term is defined
in the May Purchase Agreement (the "May Related Agreements"). Without limitation
of the foregoing, and in furtherance thereof, the Joining Party unconditionally
and irrevocably, and guarantees the due and punctual payment and performance of
all Obligations (on the same basis as the other Guarantors under the Subsidiary
Guaranty).
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3. The Joining Party agrees that, upon its execution hereof, it will
become a Pledgor under, and as defined in, the Stock Pledge Agreement, and will
be bound, jointly and severally with the other Pledgors, by all terms,
conditions and duties applicable to a Pledgor under the Stock Pledge Agreement.
Without limitation of the foregoing and in furtherance thereof, as security for
the due and punctual payment of the Indebtedness (as defined in the Stock Pledge
Agreement), the Joining Party hereby pledges, hypothecates, assigns, transfers,
sets over and delivers to the Purchaser grants to the Purchaser a security
interest in all Collateral (as defined in the Stock Pledge Agreement), if any,
now owned or, to the extent provided in the Stock Pledge Agreement, hereafter
acquired by it.
4. The Joining Party agrees that, upon its execution hereof, it will
become an Assignor under, and as defined in, the Master Security Agreement, and
will be bound by all terms, conditions and duties applicable to an Assignor
under the Master Security Agreement. Without limitation of the foregoing and in
furtherance thereof, as security for the due and punctual payment of the
Obligations (as defined in the Master Security Agreement), the Joining Party
hereby pledges, hypothecates, assigns, transfers, sets over and delivers to the
Purchaser and grants to the Purchaser a security interest in all Collateral (as
defined in the Master Security Agreement), if any, now owned or, to the extent
provided in the Master Security Agreement, hereafter acquired by it.
5. In connection with the grant by the Joining Party, pursuant to
paragraphs 3 and 4 above, of a security interest in all of its right, title and
interest in the Collateral (as defined in each of the Master Security Agreement
and the Stock Pledge Agreement) in favor of the Purchaser, the Joining Party (i)
agrees to deliver to the Purchaser, together with the delivery of this Joinder,
each of the items specified in Section 3 of the Stock Pledge Agreement, (ii)
agrees to execute (if necessary) and deliver to the Purchaser such financing
statements, in form acceptable to the Purchaser, as the Purchaser may request or
as are necessary or desirable in the opinion of the Purchaser to establish and
maintain a valid, enforceable, first priority perfected security interest in the
Collateral (as defined in each of the Master Security Agreement and the Stock
Pledge Agreement) owned by the Joining Party, (iii) authorizes the Purchaser to
file any such financing statements without the signature of the Joining Party
where permitted by law (such authorization includes a description of the
Collateral as "all assets and all personal property, whether now owned and/or
hereafter acquired" of the Joining Party all assets and all personal property,
whether now owned and/or hereafter acquired" (or any substantially similar
variation thereof)) and (iv) agrees to execute and deliver to the Purchaser
assignments of United States trademarks, patents and copyrights (and the
respective applications therefor) to the extent requested by the Purchaser.
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6. Without limiting the foregoing, the Joining Party hereby makes
and undertakes, as the case may be, each covenant, representation and warranty
made by, and as (i) each Guarantor pursuant to the Subsidiary Guaranty, (ii)
each Assignor pursuant to the Master Security Agreement and (iii) each Pledgor
pursuant to the Stock Pledge Agreement, in each case as of the date hereof
(except to the extent any such representation or warranty relates solely to an
earlier date in which case such representation and warranty shall be true and
correct as of such earlier date), and agrees to be bound by all covenants,
agreements and obligations of a Guarantor, Assignor and Pledgor pursuant to the
Subsidiary Guaranty, Master Security Agreement and Stock Pledge Agreement,
respectively, and all other March Related Agreements, November Related
Agreements and May Related Agreements to which it is or becomes a party.
7. Each of Schedules 4.2, 4.6, 4.7, 4.14 and 6.12(e) of the March
Purchase Agreement is hereby amended by supplementing such Schedule with the
information for the Joining Party contained on Schedules 4.2, 4.6, 4.7, 4.14 and
6.12(e) attached hereto as Annex I. Each of Schedules 4.2, 4.6, 4.7, 4.14 and
6.12(e) of the November Purchase Agreement is hereby amended by supplementing
such Schedule with the information for the Joining Party contained on Schedules
4.2, 4.6, 4.7, 4.14 and 6.12(e) attached hereto as Annex I. Each of Schedules
4.2, 4.6, 4.7, 4.14 and 6.12(e) of the May Purchase Agreement is hereby amended
by supplementing such Schedule with the information for the Joining Party
contained on Schedules 4.2, 4.6, 4.7, 4.14 and 6.12(e) attached hereto as Annex
III. Schedule A to the Stock Pledge Agreement is hereby amended by supplementing
such Schedule with the information for the Joining Party contained on Schedule A
attached hereto as Annex II. In addition, Schedule A to the Master Security
Agreement is hereby amended by supplementing such Schedule with the information
for the Joining Party contained on Schedule A attached hereto as Annex III.
8. This Joinder shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns, provided, however, the Joining Party may not assign any of
its rights, obligations or interest hereunder or under the March Purchase
Agreement, any other March Related Agreement, the November Purchase Agreement,
any other November Related Agreement without the prior written consent of the
Purchaser or as otherwise permitted by the March Purchase Agreement, any March
Related Agreement, the November Purchase Agreement, or any November Related
Agreement. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Joinder may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one instrument. In the event that any provision of this Joinder
shall prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Joinder which shall remain binding
on all parties hereto.
9. From and after the execution and delivery hereof by the parties
hereto, this Joinder shall constitute a "Related Agreement" for all purposes of
the March Purchase Agreement, the March Related Agreements, the November
Purchase Agreement, the November Related Agreements, the May Purchase Agreement
and the May Related Agreements.
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11. The effective date of this Joinder is January 2, 2007.
* * *
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IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
duly executed as of the date first above written.
JOINING PARTY:
BENEFIT DYNAMICS, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: CEO
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Accepted and Acknowledged by:
LAURUS MASTER FUND, LTD.
By: /s/Xxxxxx Grin
---------------------------------
Name: Xxxxxx Grin
Title: Director
