REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30 2006, by and between NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...National Investment Managers Inc. • June 5th, 2006 • Investment advice
5. Representations and Warranties of the Purchaser......................15 ----------------------------------------------- 5.1 No Shorting...............................................15 ----------- 5.2 Requisite Power and...Securities Purchase Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
May 30, 2006 National Investment Managers Inc. 830 Third Avenue 14th Floor New York, NY 10022 Attn: Mr. Leonard A. Neuhaus Re: Restricted Account: Account Number - 270-405-6304 Account Name: National Investment Managers Inc., maintained at North Fork...National Investment Managers Inc. • June 5th, 2006 • Investment advice
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 30_, 2006 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between National Investment Managers Inc., a Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of May 30, 2006 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Purchaser is required to place $7,000,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account in accordance wit
WITNESSETH: ----------Funds Escrow Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 30th day of May, 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747...Restricted Account Agreement • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
AMENDMENTAmendment • June 5th, 2006 • National Investment Managers Inc. • Investment advice • New York
