JOINDER AGREEMENT
THIS JOINDER IN SUBSIDIARY GUARANTY, MASTER SECURITY AGREEMENT
AND
STOCK PLEDGE AGREEMENT (this "Joinder") is executed as of January
2, 2007 by
Benefit Dynamics, Inc. a Pennsylvania corporation ("National"),
(the "Joining
Party"), and delivered to Laurus Master Fund, Ltd., a Cayman
Islands company
(the "Purchaser"). Except as otherwise defined herein, terms used
herein and
defined in the November Purchase Agreement (as defined below) shall
be used
herein as therein defined.
WITNESSETH:
WHEREAS, National Investment Managers, Inc., a Florida
corporation
(the "Company"), certain Subsidiaries of the Company and the
Purchaser, have
entered into (a) that certain Securities Purchase Agreement, dated
as of March
9, 2005 (as amended, modified or supplemented from time to time,
the "March
Purchase Agreement"); (b) that certain Securities Purchase
Agreement, dated as
of November 30, 2005 (as amended, modified or supplemented from
time to time,
the "November Purchase Agreement"); (c) that certain Subsidiary
Guaranty dated
as of March 10, 2005, made by certain Subsidiaries in favor of the
Purchaser (as
amended, modified or supplemented from time to time, the
"Subsidiary Guaranty");
(d) that certain Master Security Agreement dated as of March 10,
2005 made by
the Company and certain subsidiaries in favor of the Purchaser (as
amended,
modified or supplemented from time to time, the "Master Security
Agreement"),
(e) that certain Stock Pledge Agreement dated as of March 7, 2005
made by the
Company and certain Subsidiaries in favor of the Purchaser (as
amended,
modified, or supplemented from time to time, the "Stock Pledge
Agreement") and
(f) that certain Securities Purchase Agreement, dated as of May 30,
2006 (as
amended, modified, or supplemented from time to time, the "May
Purchase
Agreement"), and
WHEREAS, the Joining Party is a direct or indirect Subsidiary of
the
Company and desires, or is required pursuant to the provisions of
the March
Purchase Agreement, the November Purchase Agreement, the May
Purchase Agreement,
and Master Security Agreement to become, a Guarantor under the
Subsidiary
Guaranty, an Assignor under the Master Security Agreement and a
Pledgor under
the Stock Pledge Agreement;
NOW, THEREFORE, in consideration of the foregoing and other
benefits
accruing to the Joining Party, the receipt and sufficiency of which
are hereby
acknowledged, the Joining Party hereby makes the following
representations and
warranties to the Purchaser and hereby covenants and agrees with
the Purchaser
as follows:
NOW, THEREFORE, the Joining Party agrees as follows:
1. By this Joinder, the Joining Party becomes (i) a Guarantor
for
all purposes under the Subsidiary Guaranty, (ii) an Assignor for
all purposes
under the Master Security Agreement and (iii) a Pledgor for all
purposes under
the Stock Pledge Agreement.
2. The Joining Party agrees that, upon its execution hereof, it
will
become a Guarantor under the Subsidiary Guaranty with respect to
all Obligations
(as defined in the Subsidiary Guaranty), and will be bound by all
terms,
conditions and duties applicable to a Guarantor under the
Subsidiary Guaranty,
the March Purchase Agreement and the other Related Agreements, as
such term is
defined in the March Purchase Agreement (the "March Related
Agreements"), the
November Purchase Agreement and other Related Agreements as such
term is defined
in the November Purchase Agreement (the "November Related
Agreements"), and the
May Purchase Agreement and the other Related Agreements as such
term is defined
in the May Purchase Agreement (the "May Related Agreements").
Without limitation
of the foregoing, and in furtherance thereof, the Joining Party
unconditionally
and irrevocably, and guarantees the due and punctual payment and
performance of
all Obligations (on the same basis as the other Guarantors under
the Subsidiary
Guaranty).
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3. The Joining Party agrees that, upon its execution hereof, it
will
become a Pledgor under, and as defined in, the Stock Pledge
Agreement, and will
be bound, jointly and severally with the other Pledgors, by all
terms,
conditions and duties applicable to a Pledgor under the Stock
Pledge Agreement.
Without limitation of the foregoing and in furtherance thereof, as
security for
the due and punctual payment of the Indebtedness (as defined in the
Stock Pledge
Agreement), the Joining Party hereby pledges, hypothecates,
assigns, transfe
