STOCK TRANSFER
AGREEMENT
THIS STOCK
TRANSFER AGREEMENT (“ Agreement ”) dated
October 30, 2008 among IBF Fund Liquidating LLC, a Delaware limited
liability company (“ IBF ”), National
Investment Managers Inc., a Florida corporation (“
NIM ”), DCI Master LDC (“ DCI
”), and Duncan Capital Group LLC (“ DCG
”). Capitalized terms used in this Agreement but not
otherwise defined shall have the meanings assigned to them in the
Put Agreement (as defined below).
WHEREAS,
American Benefit Resources, Inc., IBF, DCI, and DCG, entered into a
Put Agreement, dated November 30, 2005 (the “ Put
Agreement ”);
WHEREAS, NIM,
DCI, and DCG entered into an Agreement, dated December 20, 2006,
whereby NIM agreed to make whole DCI and DCG with respect to
obligations DCI or DCG may owe to IBF regarding the purchase of NIM
shares pursuant to the Put Agreement (the “ NIM
Agreement ”);
WHEREAS, on
November 30, 2007, NIM , DCI, and DCG entered into an amendment to
the NIM Agreement (the “ Amendment ”) whereby
DCI and DCG agreed to sell the NIM Shares to NIM in the event that
IBF exercises its put;
WHEREAS, in a
letter dated August 21, 2008, IBF notified DCI and DCG that IBF
intended to exercise its rights pursuant to Section 2(a) of the Put
Agreement;
WHEREAS, NIM
intends to honor its obligations under the NIM Agreement and the
Amendment and DCI and DCG have no objection to NIM acquiring the
NIM Shares;
WHEREAS, IBF is
willing to accept performance by NIM of the obligations of DCI and
DCG under the Put Agreement; and
WHEREAS, IBF,
NIM, DCI and DCG wish to close the purchase of the NIM Shares
whereby IBF will deliver the NIM Shares together with
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