ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase and Loan Agreement identified below (the “Securities Purchase Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
CO-SALE RIGHTS AGREEMENTCo-Sale Rights Agreement • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice • Massachusetts
This CO-SALE RIGHTS AGREEMENT (the “Agreement”), dated as of November 30, 2007, is among (a) National Investment Managers Inc., a Florida corporation (the “Company”), (b) Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside QP”), and Lehman Brothers Commercial Bank (“Lehman”), (c) Caremi Partners Ltd., Steven Ruchefsky, Uzi Zucker, Steven Ross, Arthur Emil, Jeff Cooke, Richard Berman, Michael Crow, MW Crow Family LP, DCI Master LDC, Crow 2001 Childrens Trust FBO Michelle Crow, Crow 2001 Childrens Trust FBO Spencer Crow, Crow 2001 Childrens Trust FBO Olivia Crow, Crow 2001 Childrens Trust FBO Duncan Crow (collectively, the “Other Stockholders”), and (d) each other Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form of Schedule 1 hereto.
CO-SALE RIGHTS AGREEMENTCo-Sale Rights Agreement • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice • New York
This CO-SALE RIGHTS AGREEMENT (the “Agreement”), dated as of November 30, 2007, is among (a) National Investment Managers Inc., a Florida corporation (the “Company”), (b) Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside QP”), and Lehman Brothers Commercial Bank (“Lehman”), (c) Laurus Master Fund, Ltd., a Cayman Islands company, Erato Corp., a Delaware corporation, Valens Offshore SPV II, Corp., a Delaware corporation, Valens U.S. SPV I, LLC, a Delaware limited liability company and Valens Offshore SPV I, Ltd., a Cayman Islands company (collectively, the “Other Stockholders”), and (d) each other Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form of Schedule 1 hereto.
LOCKUP AGREEMENTLockup Agreement • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice • New York
This Lockup Agreement (this “Agreement”) is made as of November 30, 2007 by and among Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), Erato Corp., a Delaware corporation and wholly owned subsidiary of Laurus (“Erato”), Valens Offshore SPV II, Corp., a Delaware corporation (“VOFF2”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“VUS”), Valens Offshore SPV I, Ltd., a Cayman Islands company (“VOFF1” and together with Laurus, Erato, VOFF2 and VUS, and together with any transferees pursuant to clause (g) of the third succeeding paragraph, the “Laurus/Valens Holders”), Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside QP”) and Lehman Brothers Commercial Bank (“Lehman”).
