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 Five Hundred Thousand ($500,000) (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 equal
principal monthly installments of Fifty Five Thousand Five Hundred
Fifty Five Dollars and Fifty Six cents ($55,555.56) each, plus
accrued interest, (“Monthly Installments”) beginning on
(i) July 1, 2009 and ending (ii) March 1, 2010; provided ,
however , the Principal and interest payable at each of the
aforementioned payment dates may be adjusted pursuant to Section 2
of the Settlement Agreement And Release entered by and between the
Maker, The Pension Alliance, Inc., Renee J. Conner and William E.
Renninger dated May 15, 2008. 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 dated May 15,
2008. Interest accrued on the May 15, 2008 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.
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;
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
Exhibit
10.102
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 the Maker, excluding
natural acts.
All rights and
remedies available to the Holders pursuant to the provisions of
applicable law and otherwise are cumulative, not exclusive and
enforceable alternatively, successively and/or concurrently after
default by Maker pursuant to the provisions of this
Note.
This Note may
not be changed, modified or terminated orally,
