0001144204-07-065588 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of ______________ ___, 2007, by and among National Investment Managers Inc. (f/k/a Fast Eddie Racing Stables, Inc.), a Florida corporation (the ‘Company’), and the buyers set out on Schedule A hereto (each a “Buyer” and together, the “Buyers”).

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Right to Purchase [_____] Shares of Common Stock Of National Investment Managers Inc.
Warrant Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under such Act or any applicable state securities laws. Furthermore, this Warrant and any shares acquired upon the exercise of this Warrant may be sold or otherwise transferred only in compliance with the conditions specified in Section 15 of the Securities Purchase Agreement referred to hereinafter, complete and correct copies of which are available for inspection at the principal office of National Investment Managers Inc. and will be furnished without charge to the holder of this Warrant upon written request.

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GUARANTY
Guaranty • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts
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SECURITY AGREEMENT
Security Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This Security Agreement (the “Agreement”), dated this ___ day of November, 2007 is by and between _________, a ________ corporation with its principal place of business at _________________ (the “Guarantor”), and RBS Citizens, National Association, a national bank having a lending office at 28 State Street, Boston, MA 02109 (the “Secured Party”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This REGISTRATION RIGHTS AGREEMENT (this “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”, and collectively with Woodside IV and Woodside QP, the “Investors”), and (c) each other Person who becomes a party to this Agreement upon acceptance by the Company of an Instrument of Accession in the form of Schedule 1.A hereto (an “Instrument of Accession”) executed by such Person. Each of the Investors and each other Person who becomes a party hereto as aforesaid are referred to collectively herein as the “Holders” and each individually as a “Holder”.

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SECURITY AGREEMENT
Security Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This Security Agreement (the “Agreement”), dated this 30th day of November, 2007 is by and between National Investment Managers Inc., a Florida corporation having an address of 545 Metro Place South, Suite 100, Dublin, OH 43017 (the “Debtor”), and RBS Citizens, National Association, a national bank having a lending office at 28 State Street, Boston, MA 02109 (the “Secured Party”).

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FEE AGREEMENT
Fee Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This FEE AGREEMENT (the "Agreement"), dated as of November 30, 2007, is made by and between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the "Company") and the Investors (as defined therein) party thereto (as used herein, each a “Holder” and collectively, the “Holders”).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This Stock Pledge Agreement (this “Agreement”) is made as of the _____ day of November, 2007 by and between BPI/PPA Inc., a Delaware corporation with its principal place of business at 1013 Centre Road, Wilmington DE 10805 (the “Pledgor”), and RBS Citizens, National Association, having a lending office at 28 State Street, Boston, MA 02109 (the “Pledgee”). Pledgor has executed and delivered a certain Guaranty of even date herewith to Pledgee (the “Guaranty”), guaranteeing the payment and performance of all of the obligations of National Investment Managers Inc., a Florida corporation having an address of 545 Metro Place South, Suite 100, Dublin, OH 43017 (the “Borrower”) to Pledgee under (a) a certain Term Promissory Note of even date herewith from the Borrower to the Pledgee in the maximum principal amount of up to $13,000,000.00 (the “Promissory Note”), (b) a certain Revolving Line of Credit Note of even date herewith from the Borrower to the Pledgee in the maximum principal amount of

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REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENT
Revolving Line of Credit and Term Loan Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This Revolving Line of Credit and Term Loan Agreement (this “Agreement”) is made as of the 30th day of November, 2007 by and between National Investment Managers Inc., a Florida corporation having an address of 545 Metro Place South, Suite 100, Dublin, OH 43017 (the “Borrower”), and RBS Citizens, National Association, a national bank having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”). Any capitalized terms used in this Agreement shall have the meanings set forth in Section 1(a) below.

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CONTINGENT INTEREST PAYMENT AGREEMENT
Contingent Interest Payment Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This CONTINGENT INTEREST PAYMENT AGREEMENT (the "Agreement"), dated as of November 30, 2007, is made by and between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the "Company"), and each of the undersigned (the “Holders”).

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SECURITIES PLEDGE AGREEMENT
Securities Pledge Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of November 30, 2007, by and among the Pledgors identified as such on the signature pages hereof (each individually, a “Pledgor” and, collectively, the “Pledgors”), in favor of WOODSIDE AGENCY SERVICES, LLC, as collateral agent (hereinafter, in such capacity, the "Collateral Agent") for itself and the Holders (as defined in the Purchase Agreement referred to below) under that certain Securities Purchase and Loan Agreement, dated as of the date hereof (as amended, modified, supplemented or restated and in effect from time to time, the "Purchase Agreement"), among NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), the Holders and the Collateral Agent.

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REVOLVING LINE OF CREDIT NOTE
Revolving Line of Credit Note • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts
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SECURITY AGREEMENT
Security Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice

SECURITY AGREEMENT, dated as of November 30, 2007, by and among (i) the Grantors identified as such on the signature pages hereof (the “Grantors” and each, individually, a “Grantor”) and (ii) Woodside Agency Services, LLC, as collateral agent (hereinafter, in such capacity, the “Collateral Agent”) for itself and the Holders (as such term is defined in the Purchase Agreement referred to below) under the Securities Purchase and Loan Agreement dated as of November 30, 2007 (as amended and in effect from time to time, the “Purchase Agreement”), among National Investment Managers Inc. (the “Company”), the Holders and the Collateral Agent.

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

This Stock Pledge Agreement (this “Agreement”) is made as of the 30th day of November, 2007 by and between National Investment Managers Inc., a Florida corporation having an address of 545 Metro Place South, Suite 100, Dublin, OH 43017 (the “Pledgor”), and RBS Citizens, National Association, having a lending office at 28 State Street, Boston, MA 02109 (the “Pledgee”). Pledgor has executed and delivered this Agreement to secure the payment and performance of all of the obligations of Pledgor to Pledgee under (a) a certain Term Promissory Note of even date herewith from the Pledgor to the Pledgee in the maximum principal amount of up to $13,000,000.00 (the “Promissory Note”), (b) a certain Revolving Line of Credit Note of even date herewith from the Pledgor to the Pledgee in the maximum principal amount of $2,000,000.00 (the “RLOC Note”, and together with the Promissory Note, the “Notes”, and (c) that certain Revolving Line of Credit and Term Loan Agreement (the “Loan Agreement”) of even

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Senior Secured Note due January 31, 2011
Senior Secured Note • December 4th, 2007 • National Investment Managers Inc. • Investment advice

This Note has not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred in the absence of such registration or an exemption therefrom under such Act. Furthermore, this Note may be sold or otherwise transferred only in compliance with the conditions specified in the Securities Purchase Agreement (as hereinafter defined), a complete and correct copy of which is available for inspection at the principal office of the Company (as hereinafter defined) and will be furnished without charge to the holder of this Note upon written request.

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SECURITIES PURCHASE AND LOAN AGREEMENT National Investment Managers Inc. Dublin, Ohio 43017
Securities Purchase and Loan Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

The undersigned, National Investment Managers Inc., a Florida corporation (the "Company"), hereby agrees with the Collateral Agent and the Holders as follows:

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AGREEMENT
Advisory Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • New York

This Agreement (the “Agreement”) is dated November __, 2007 and is made by and among National Investment Managers Inc. (the “Company”), DC Associates LLC (“DCA”), and Michael Crow, an individual residing in 1133 Cedar Rd, Southport, CT 06890 (“Crow” and, together with DCA, the “Duncan Parties”).

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GUARANTY
Guaranty • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts

GUARANTY, dated as of November 30, 2007, by the Guarantors identified as such on the signature pages hereof (the “Guarantors”, and individually, a “Guarantor”) in favor of (i) Woodside Agency Services, LLC, as collateral agent (hereinafter, in such capacity, the “Collateral Agent”) for itself and the Holders (as such term is defined in the Purchase Agreement referred to below) under the Securities Purchase and Loan Agreement, dated as of November 30, 2007 (as amended and in effect from time to time, the “Purchase Agreement”), among National Investment Managers Inc., a Florida corporation (the “Company”), the Holders and the Collateral Agent and (ii) each of the Holders.

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TERM PROMISSORY NOTE
Term Promissory Note • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts
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