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Dublin, Ohio
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March 16, 2009
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National
Investment Managers Inc., a Florida corporation (the "Maker"), for
value received, hereby promises to pay to Richard L. Kaplan and
Hana E. Kaplan Inter Vivos Trust Agreement dated January 29, 1997
as amended and restated January 10, 2003 (the "Holder"), or order,
the principal sum of Four Hundred Seventy Five Thousand Dollars
($475,000) (the “Principal”) 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 eight (8) equal principal only monthly
installments of Thirty Five Thousand Dollars ($35,000) each,
beginning on (i) August 15, 2009 and ending (ii) March 15,
2010; and three (3) equal installments
of Sixty Five Thousand Dollars ($65,000) plus all
accrued interest beginning on April 15, 2010, and ending on June
15, 2010, (“Remaining Installments”); provided,
however, the Principal and interest payable in the Remaining
Installments may be adjusted pursuant to Section 2.3 of
the Stock Purchase Agreement entered by and between the Maker,
California Investment Annuity Sales, Inc., Richard L. Kaplan and
Hana E. Kaplan Inter Vivos Trust Agreement dated January 29, 1997
as amended and restated January 10, 2003 and Anthony S. Delfino
dated April 3, 2008 (the “Stock Purchase
Agreement”). 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 and paid as a
part of the Remaining Installment payments. In no event
shall the interest charged hereunder exceed the maximum permitted
under the laws of the State of California.
This Note is
executed as a replacement note, superseding and terminating the
prior note between the parties dated April 3, 2008, as of the
effective date of this Note. Interest accrued on the
April 3, 2008 note shall be paid to the Holder within ten (10)
business days of the original scheduled payment date of June 3,
2009.
This Note can
be prepaid in whole or in part at any time without the consent of
the Holder provided that Maker shall pay all accrued interest on
the principal so prepaid to date of such prepayment.
Further, in the
event that the Maker and the Holder are unable to determine if the
Target Revenue (as defined in the Stock Purchase Agreement) has
been achieved pursuant to Section 2.3(a) of the Stock Purchase
Agreement, then the aforementioned payment dates shall be extended
to be a date five (5) business days from the date that the
Independent Accounting Firm (as defined in the Stock Purchase
Agreement) resolves any dispute between the Maker and the
Holder.
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
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 Holder notifying the Maker in writing of such default;
or
g. The employment of John M.
Davis, President and Chief Operating Officer of
