STOCK PURCHASE AGREEMENT AMONG NATIONAL INVESTMENT MANAGERS INC., CALIFORNIA INVESTMENT ANNUITY SALES, INC., RICHARD L. KAPLAN AND HANA E. KAPLAN INTER VIVOS TRUST AGREEMENT DATED 1/29/97 AS AMENDED AND RESTATED 1/10/03 AND ANTHONY S. DELFINO Dated as...Stock Purchase Agreement • April 8th, 2008 • National Investment Managers Inc. • Investment advice • California
STOCK PURCHASE AGREEMENT, dated as of April 3, 2008 (the “Agreement”), among National Investment Managers Inc., a corporation organized under the laws of Florida (the “Purchaser”), California Investment Annuity Sales, Inc., a corporation organized under the laws of California (the “Company”), and Richard L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated 1/29/97 as amended and restated 1/10/03 and Anthony Delfino (“Sellers”).
NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTNon-Disclosure and Non-Solicitation Agreement • April 8th, 2008 • National Investment Managers Inc. • Investment advice • California
THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”), dated as of April 3, 2008 (the "Effective Date"), by and between Richard Kaplan (the “Seller”) and National Investment Managers Inc., a Florida corporation (“NIM”).
PROMISSORY NOTEPromissory Note • April 8th, 2008 • National Investment Managers Inc. • Investment advice • California
National Investment Managers Inc., a Florida corporation (the "Maker"), for value received, hereby promises to pay to Richard L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated 1/29/97 as amended and restated 1/10/03 (the "Holder"), or order, the principal sum of Four Hundred Seventy Five Thousand Dollars ($475,000) (the “Principal”) Dollars in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, which shall be payable in two equal principal installments of Two Hundred Thirty Seven Thousand Five Hundred Dollars ($237,500) each, plus accrued interest, on (i) June 3, 2009 and (ii) June 3, 2010; provided, however, the Principal and interest payable at each of the aforementioned payment dates may be adjusted pursuant to Section 2.3 of the Stock Purchase Agreement entered by and between the Maker, California Investment Annuity Sales, Inc., Richard L. Kaplan and Hana E. Kaplan Inter Vivo
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2008 • National Investment Managers Inc. • Investment advice • California
Employment Agreement (“Agreement”), dated as of April 3, 2008, by and between Richard L. Kaplan, an individual with an address at 16839 Sunset Blvd, Pacific Palisades, CA 90272 (“Executive”), and VEBA Administrators, Inc. doing business as Benefit Planning, Inc., a California corporation, with its principal office located at 4640 Admiralty Way, 9th Floor, Marina Del Rey, CA 90292 (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • April 8th, 2008 • National Investment Managers Inc. • Investment advice • California
THIS AGREEMENT, made, entered into, and effective this 3rd day of April, 2008 (the "Effective Date"), by and between Anthony S. Delfino, an individual resident of the state of California (hereinafter referred to as "Consultant"), VEBA Administrators, Inc., doing business as Benefit Planning, Inc., a California corporation, with its principal office located at 4640 Admiralty Way, 9th Floor, Marina Del Rey, CA 90292 ("Corporation").
CONSENT AND AMENDMENT NO. 1 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • April 8th, 2008 • National Investment Managers Inc. • Investment advice • Massachusetts
This Consent and Amendment No. 1 to Securities Purchase and Loan Agreement, dated as of April 3, 2008 (this “Agreement”), is by and among National Investment Managers Inc., a Florida corporation (the “Company”), Woodside Capital Partners IV, LLC (“Woodside”), Woodside Capital Partners IV QP, LLC (“QP”), Lehman Brothers Commercial Bank (“Lehman” and together with Woodside and QP, the “Holders”) and Woodside Agency Services, LLC as collateral agent for the Holders (the “Collateral Agent”).
AMENDMENT NO. 1 TO REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENTRevolving Line of Credit and Term Loan Agreement • April 8th, 2008 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 1 to Revolving Line of Credit and Term Loan Agreement (this “Agreement”) is by and between RBS Citizens, National Association, a national bank having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”) and National Investment Managers Inc., a Florida corporation having an address of 545 Metro Place South, Suite 100, Dublin, OH 43017 (the “Borrower”).
