Exhibit
10.101
February 24, 2009
National
Investment Managers Inc., a Florida corporation (the "Maker"), for
value received, hereby promises to pay to Renee J. Conner and
William E. Renninger (the "Holders"), or order, the principal sum
of Three Hundred Thirty Seven Thousand Five
Hundred ($337,500) (the “Principal”) Dollars
in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and
private debts, which shall be payable in nine (9) equal principal
monthly installments of Thirty Seven Thousand Five Hundred Dollars
($37,500) each, plus accrued interest, (“Monthly
Installments”) beginning on (i) July 1, 2009 and
ending (ii) March 1, 2010. Maker further promises to pay
interest on the unpaid principal balance hereof at the rate of
eight (8%) per annum. Interest shall be calculated on
the basis of a 360 day year and actual days
elapsed. Maker shall administer the payment and tax
reporting of the Monthly Installments by dividing the amount of
each Monthly Installment Ninety Five percent (95%) to Renee J.
Conner and Five percent (5%) to William E. Renninger. In no event
shall the interest charged hereunder exceed the maximum permitted
under the laws of the State of Ohio.
This Note is
executed as replacement note, superseding and terminating, the
prior two (2) notes between the parties (one note between the Maker
and Renee J. Conner in the amount of Three Hundred Twenty Thousand
Six Hundred Twenty Five ($320,625) Dollars and another note between
the Maker and William E. Renninger in the amount of Sixteen
Thousand Eight Hundred Seventy Five ($16,875) Dollars) both dated
February 28, 2007. Interest accrued on the February 28,
2007 notes shall be paid to the Holders within fifteen (15)
business days after the effective date of this Promissory
Note.
This Note can
be prepaid in whole or in part at any time without the consent of
the Holders provided that Maker shall pay all accrued interest on
the principal so prepaid to date of such prepayment.
Notwithstanding
anything to the contrary contained herein, in the event the Holders
and the Maker submit a dispute regarding the determination of the
Adjusted EBITDA (as defined in Section 2.3(a) of the Purchase
Agreement) to an Independent Accounting Firm (as defined in the
Purchase Agreement) and such Independent Accounting Firm does not
issue its report before one of installment dates set forth above,
Maker shall not be required to make such installment payment to
Holders until the fifteenth (15 th )
business day after such report is issued by such Independent
Accounting Firm.
The entire
unpaid principal balance of this Note and interest accrued with
respect thereto shall be immediately due and payable upon the
occurrence of any of the following (each, an "Event of
Default"):
a.
Application for, or consent to, the appointment of a receiver,
trustee or liquidator for Maker or of its property;
b.
Admission in writing of the Maker's inability to pay its debts as
they mature;
c.
General assignment by the Maker for the benefit of
creditors;
Exhibit
10.101
d. Filing
by the Maker of a voluntary petition in bankruptcy or a petition or
an answer seeking reorganization, or an arrangement with
creditors;
e.
Entering against the Maker of a court order approving a petition
filed against it under the federal bankruptcy laws, which order
shall not have been vacated or set aside or otherwise terminated
within sixty (60) days; or
f. Default in the payment of
the principal or accrued interest on this Note, when and as the
same shall become due and payable, whether by acceleration or
otherwise, which such default has not been cured within thirty (30)
days of the Holders notifying the Maker in writing of such default;
or
g. The employment of John M. Davis,
President and Chief Operating Officer of Maker is involuntarily
terminated by
