Consulting Fee Arrangements Sample Contracts

WOODSIDE CAPITAL PARTNERS V, LLC WOODSIDE CAPITAL PARTNERS V QP, LLC WOODSIDE CAPITAL PARTNERS IV, LLC WOODSIDE CAPITAL PARTNERS IV QP, LLC
Consulting 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.

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