AMENDMENT NO. 11 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • March 8th, 2011 • National Investment Managers Inc. • Investment advice • Massachusetts
Contract Type FiledMarch 8th, 2011 Company Industry JurisdictionThis Amendment No. 11 to Securities Purchase and Loan Agreement (this “Agreement”) is made as of the 4th day of March, 2011 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”).
SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • March 26th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledMarch 26th, 2008 Company Industry JurisdictionTHIS SECURITIES PURCHASE AND LOAN AGREEMENT, dated as of March 24, 2008 (this “Agreement”), is by and between ECHO THERAPEUTICS, INC., a Minnesota corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).
CONSENT AND AMENDMENT NO. 8 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • October 2nd, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
Contract Type FiledOctober 2nd, 2009 Company Industry Jurisdiction
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
Contract Type FiledNovember 7th, 2008 Company Industry JurisdictionWe 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
AMENDMENT NO. 8 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
Contract Type FiledApril 30th, 2010 Company Industry JurisdictionThis Amendment No. 8 to Securities Purchase and Loan Agreement (this “Agreement”) is made as of the 26th day of April, 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”).
AMENDMENT NO. 6 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • March 31st, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
Contract Type FiledMarch 31st, 2009 Company Industry JurisdictionThis Amendment No. 6 to Securities Purchase and Loan Agreement, dated as of March [__], 2009 (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”), 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, QP and Woodside V, the “Holders”) and Woodside Agency Services, LLC as collateral agent for the Holders (the “Collateral Agent”).
AMENDMENT NO. 9 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • August 13th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
Contract Type FiledAugust 13th, 2010 Company Industry JurisdictionThis Amendment No. 9 to Securities Purchase and Loan Agreement (this “Agreement”) is made as of the 12th day of August, 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”).
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
Contract Type FiledApril 8th, 2008 Company Industry JurisdictionThis 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”).
SECURITIES PURCHASE AND LOAN AGREEMENT National Investment Managers Inc. Dublin, Ohio 43017Securities Purchase and Loan Agreement • December 4th, 2007 • National Investment Managers Inc. • Investment advice • Massachusetts
Contract Type FiledDecember 4th, 2007 Company Industry JurisdictionThe undersigned, National Investment Managers Inc., a Florida corporation (the "Company"), hereby agrees with the Collateral Agent and the Holders as follows:
March 23, 2009 Imperium Master Fund, Ltd. c/o Imperium Advisers, LLC 1120 Avenue of the Americas New York, NY 10036 Attention: John Michaelson Dear Mr. Michaelson,Securities Purchase and Loan Agreement • March 24th, 2009 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledMarch 24th, 2009 Company Industry JurisdictionReference is made to that certain Securities Purchase and Loan Agreement (as amended to date, the “Loan Agreement”), dated as of March 24, 2008, by and between Echo Therapeutics, Inc., a Delaware corporation (the “Company”), and Imperium Master Fund, Ltd., a Cayman Islands company (“Imperium”). Reference is also made to that certain Original Issue Discount Senior Secured Note, dated March 24, 2008 (the “Senior Secured Note”), issued by the Company to Imperium pursuant to the Loan Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Loan Agreement and/or the Senior Secured Note. Pursuant to Section 5(c) of the Senior Secured Note, the terms of the Senior Secured Note may be amended or waived by a written instrument executed by the Company and Imperium.
April 23, 2009 Imperium Master Fund, Ltd. c/o Imperium Advisers, LLC 1120 Avenue of the Americas New York, NY 10036 Attention: John Michaelson Dear Mr. Michaelson,Securities Purchase and Loan Agreement • April 24th, 2009 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledApril 24th, 2009 Company Industry JurisdictionReference is made to that certain Securities Purchase and Loan Agreement (as amended to date, the “Loan Agreement”), dated as of March 24, 2008, by and between Echo Therapeutics, Inc., a Delaware corporation (the “Company”), and Imperium Master Fund, Ltd., a Cayman Islands company (“Imperium”). Reference is also made to that certain Original Issue Discount Senior Secured Note, dated March 24, 2008 (“Senior Secured Note 1”), issued by the Company to Imperium pursuant to the Loan Agreement, Original Issue Discount Senior Secured Note, dated April 25, 2008 (“Senior Secured Note 2” and together with Senior Secured Note 1, the “Notes”), and that certain letter agreement, dated March 23, 2009, by and between the Company and Imperium extending the Maturity Date of Senior Secured Note 1 (the “Letter Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Loan Agreement and/or the Notes. Pursuant to Section 5(c) of the Notes, the terms of the N