AMENDMENT NO. 10 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • December 1st, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 10 to Securities Purchase and Loan Agreement (this “Agreement”) is made as of the 24th day of November, 2010 by and among NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), each of the guarantors identified as such on the signature pages hereto (each a “Guarantor,” and collectively, the “Guarantors”), WOODSIDE CAPITAL PARTNERS IV, LLC (“Woodside IV”), WOODSIDE CAPITAL PARTNERS IV QP, LLC (“Woodside 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 Brother Commercial Bank) (“Woodside V QP”, and together with Woodside IV, Woodside IV QP, and Woodside V, the “Holders”) and WOODSIDE AGENCY SERVICES, LLC as collateral agent for the Holders (the “Collateral Agent”).
TWELFTH AMENDMENT TO REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENTRevolving Line of Credit and Term Loan Agreement • December 1st, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Twelfth Amendment to Revolving Line of Credit and Term Loan Agreement (this “Agreement”) is made as of the 24th day of November, 2010 by and among RBS CITIZENS, NATIONAL ASSOCIATION, having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”), NATIONAL INVESTMENT MANAGERS, INC., a Florida corporation having an address of 485 Metro Place South, Suite 275, Dublin, OH 43017 (the “Borrower”), and each of the guarantors identified as such on the signature pages hereto (each a “Guarantor,” and collectively, the “Guarantors”).
VOTING AGREEMENTVoting Agreement • December 1st, 2010 • National Investment Managers Inc. • Investment advice
THIS VOTING AGREEMENT (this "Agreement") is made as of November 24, 2010 by and between National Investment Managers Inc., a Florida corporation (the "Company"), and each of the holders of Preferred and Common Stock of the Company (the "Consenting Holders") that has signed a counterpart of this Agreement on a signature page hereto.
SETTLEMENT AND VOTING AGREEMENTSettlement Agreement • December 1st, 2010 • National Investment Managers Inc. • Investment advice • New York
THIS SETTLEMENT AND VOTING AGREEMENT (this "Agreement") is made as of November 24, 2010 by and between National Investment Managers Inc., a Florida corporation (the "Company"), and CAMOFI Master LDC, a Cayman Islands limited duration company ("CAMOFI") and Richard Smithline ("Smithline").
VOTING AGREEMENTVoting Agreement • December 1st, 2010 • National Investment Managers Inc. • Investment advice
THIS VOTING AGREEMENT (this "Agreement") is made as of November__ , 2010 by and between National Investment Managers Inc., a Florida corporation (the "Company"), and each of the holders of Common Stock of the Company (the "Consenting Holders") that has signed a counterpart of this Agreement on a signature page hereto.
