WOODSIDE CAPITAL PARTNERS V, LLC WOODSIDE CAPITAL PARTNERS V QP, LLCSecurities Purchase and Loan Agreement • November 7th, 2008 • National Investment Managers Inc. • Investment advice • Massachusetts
We refer to (a) that certain Securities Purchase and Loan Agreement, dated as of November 30, 2007 (as amended, modified, or supplemented from time to time, the “Securities Purchase Agreement”), by and among Woodside Capital Partners IV, LLC (“Woodisde IV”), Woodside Capital Partners IV QP, LLC (“Woodisde IV QP”), Woodside Capital Partners V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V”), Woodside Capital Partners V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V QP”, and together with Woodside V, the “Assignees”) (Woodside IV, Woodside IV QP, Woodside V and Woodside V QP are collectively referred to herein as the “Holders”), Woodside Agency Services, LLC, as Collateral Agent, and National Investment Managers Inc. (the “Company”); (b) that certain Fee Agreement, dated as of November 30, 2007 (the “Fee Agreement”) among the Company and the Holders; (c) that certain Contingent In
STOCK TRANSFER AGREEMENTStock Transfer Agreement • November 7th, 2008 • National Investment Managers Inc. • Investment advice
THIS STOCK TRANSFER AGREEMENT (“Agreement”) dated October 30, 2008 among IBF Fund Liquidating LLC, a Delaware limited liability company (“IBF”), National Investment Managers Inc., a Florida corporation (“NIM”), DCI Master LDC (“DCI”), and Duncan Capital Group LLC (“DCG”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings assigned to them in the Put Agreement (as defined below).
WOODSIDE CAPITAL PARTNERS V, LLC WOODSIDE CAPITAL PARTNERS V QP, LLC WOODSIDE CAPITAL PARTNERS IV, LLC WOODSIDE CAPITAL PARTNERS IV QP, LLCConsulting Fee Arrangements • November 7th, 2008 • National Investment Managers Inc. • Investment advice • Massachusetts
We refer to that certain Securities Purchase and Loan Agreement, dated as of November 30, 2007 (as amended, modified, or supplemented from time to time, the “Securities Purchase Agreement”), by and among Woodside Capital Partners IV, LLC (“Woodisde IV”), Woodside Capital Partners IV QP, LLC (“Woodisde IV QP”), Woodside Capital Partners V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V”), Woodside Capital Partners V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V QP”, and together with Woodside IV, Woodside IV QP and Woodside V, the “Holders”), Woodside Agency Services, LLC, as Collateral Agent, and National Investment Managers Inc. (the “Company”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement.
