EXHIBIT 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 27, 2005 among Duncan Capital Financial Group, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the...Securities Purchase Agreement • April 19th, 2005 • National Investment Managers Inc. • Insurance agents, brokers & service • New York
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
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
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • April 19th, 2005 • National Investment Managers Inc. • Insurance agents, brokers & service • New York
