Exhibit
10.92
PROMISSORY
NOTE
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$461,328
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Columbus, Ohio
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October 1, 2008
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FOR VALUE RECEIVED, National Investment Managers
Inc., a Florida corporation (“ Maker
”), hereby promises to pay to Ralph W. Shaw, an individual
resident of the State of Colorado (“ R. Shaw
”), and Eileen A. Baldwin-Shaw, an individual resident of the
State of Colorado (together with R. Shaw, and considered as a
group, the “ Holders ”), the principal
amount of Four Hundred Sixty-One Thousand Three Hundred
Twenty-Eight Dollars ($461,328) or such other amount as adjusted
pursuant to Section 2.6 of that certain Stock Purchase
Agreement, dated as of September 25, 2008 (the “
Purchase Agreement ”), by and among Maker,
Pension Technical Services, Inc., a Colorado corporation, and the
Holders. All principal and unpaid interest under this Promissory
Note shall be due on or before the later of (i) December 1,
2010 (the “ Cutoff Date ”), or
(ii) 5 days after determination of Final EBITDA (as defined in
the Purchase Agreement) pursuant to Section 2.6 of the
Purchase Agreement. Maker further promises to pay to the Holders
interest for the period beginning on the date hereof and ending on
the Cutoff Date (the “ Interest Period
”) on the unpaid principal balance from time to time
outstanding, as follows: Interest shall accrue and be paid
concurrently with the payment of principal hereunder at a rate per
annum equal to 6%, computed on the basis of a 360-day year for the
actual number of days the unpaid principal amount hereof is
outstanding during the Interest Period. Notwithstanding anything
contained herein to the contrary, in no event shall the interest
charged hereunder exceed the maximum permitted under the laws of
the State of Ohio.
Principal, interest and other sums payable under
this Promissory Note shall be payable in lawful money of the United
States of America at c/o Reptech Corp., 6400 South Fiddler’s
Green Circle, Suite 500, Greenwood Village, Colorado 80111 or such
other address that the Holders may from time to time give written
notice to Maker.
The indebtedness evidenced hereby may be prepaid
in whole or in part at any time without penalty.
At the option of the Holders, the entire unpaid
principal balance of this Promissory Note, together with all
accrued interest, shall be immediately due and payable upon the
occurrence of any of the following (each, an “ Event
of Default ”):
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1.
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Application
for, or consent to, the appointment of a receiver, trustee or
liquidator for Maker or of its property;
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2.
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Admission in
writing of Maker’s inability to pay its debts as they
mature;
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3.
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Maker makes any
assignment for the benefit of creditors;
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4.
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Filing by Maker
of a voluntary petition in bankruptcy seeking liquidation or
reorganization;
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5.
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Entering
against Maker of a court order approving a petition filed against
it under the federal bankruptcy laws, which order shall not have
been vacated, set aside or otherwise terminated within 60 days of
such entry against Maker; or
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6.
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Maker fails to
pay any installment of interest or any other sum payable in
accordance with this Promissory Note when due, and such failure is
not cured within 30 days of the Holders notifying Maker in writing
of such failure.
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Upon the occurrence of
