Right to Purchase [_____] Shares of Common Stock Of National Investment Managers Inc.
EXHIBIT B-2
Right
to
Purchase [_____] Shares of Common Stock
This
Warrant and any shares acquired upon the exercise of this Warrant have not
been
registered under the Securities Act of 1933, as amended, and may not be sold
or
transferred in the absence of such registration or an exemption therefrom under
such Act or any applicable state securities laws. Furthermore, this Warrant
and
any shares acquired upon the exercise of this Warrant may be sold or otherwise
transferred only in compliance with the conditions specified in Section 15
of
the Securities Purchase Agreement referred to hereinafter, complete and correct
copies of which are available for inspection at the principal office of National
Investment Managers Inc. and will be furnished without charge to the holder
of
this Warrant upon written request.
This
Warrant is also subject to certain put rights of the holder hereof set forth
in
said Securities Purchase Agreement. This Warrant is issued pursuant to the
Securities Purchase Agreement and if any provision of this Warrant is found
to
conflict with the Securities Purchase Agreement, the provisions of the
Securities Purchase Agreement shall prevail.
No.
WC-[__]
Common
Stock Purchase Warrant
National
Investment Managers Inc., a Florida corporation (together with any corporation
which shall succeed to or assume the obligations of National Investment Managers
Inc., hereunder, the "Company"),
hereby certifies that for value received, [_______________], (together with
its
successors and assigns, the "Holder")
is
entitled, subject to the terms set forth below, to purchase from the Company
at
any time or from time to time after the date hereof, until the expiration hereof
pursuant to Section 2.3 hereof, up to [_____] fully paid and non-assessable
shares of Common Stock (as defined in Section 12 hereof), at an initial
purchase price per share of $1.00 (such price per share as adjusted from time
to
time as provided herein is referred to herein as the "Exercise Price").
The
number and character of such shares and the Exercise Price are subject to
adjustment as provided herein.
This
Warrant is issued pursuant to the Securities Purchase and Loan Agreement, dated
as of November 30, 2007, (as amended and in effect from time to time, the
"Securities Purchase Agreement"),
by
and among the Company, the Investors referred to therein, and Woodside Agency
Services, LLC, as Collateral Agent, a copy of which is on file at the principal
office of the Company. The Holder shall be entitled to all of the benefits
and
shall be subject to all of the obligations of the Securities Purchase
Agreement.
1. DEFINITIONS.
Terms
defined in the Securities Purchase Agreement and not otherwise defined herein
are used herein with the meanings so defined. Certain terms are used in this
Warrant as specifically defined in Section 12 hereof.
2. EXERCISE OF WARRANT.
2.1. Exercise.
This
Warrant may be exercised at any time and from time to time prior to its
expiration pursuant to Section 2.3 hereof by the holder hereof, by surrender
of
this Warrant, with the form of subscription at the end hereof duly executed
by
such holder, to the Company at its principal office, accompanied by payment,
by
certified or official bank check payable to the order of the Company or by
wire
transfer to its account, in the amount obtained by multiplying the number of
shares of Common Stock for which this Warrant is then being exercised by the
Exercise Price then in effect. In the event the Warrant is not exercised in
full, the Company, at its expense, will forthwith issue and deliver to or upon
the order of the holder hereof a new Warrant or Warrants of like tenor, in
the
name of the holder hereof or as such holder (upon payment by such holder of
any
applicable transfer taxes) may request, calling in the aggregate on the face
or
faces thereof for the number of shares of Common Stock equal (without giving
effect to any adjustment therein) to the number of such shares called for on
the
face of this Warrant minus the number of such shares (without giving effect
to
any adjustment therein) for which this Warrant shall have been exercised. Upon
any exercise of this Warrant, in whole or in part, the holder hereof may pay
the
aggregate Exercise Price with respect to the shares of Common Stock for which
this Warrant is then being exercised (collectively, the "Exercise Shares")
by (a)
in the event the holder of this Warrant is also the holder of a Note, decreasing
the outstanding principal amount of such Note by such amount or (b) surrendering
its rights to a number of Exercise Shares having a fair market value equal
to or
greater than the required aggregate Exercise Price, in which case the holder
hereof would receive the number of Exercise Shares to which it would otherwise
be entitled upon such exercise, less the surrendered shares. For purposes of
this Section 2.1, the fair market value of one share of Common Stock shall
be
equal to the Repurchase Price of such share determined in accordance with
Section 11.5 of the Securities Purchase Agreement.
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2.2. Class
of Stock Receivable Upon Exercise.
The
shares of Common Stock receivable upon exercise of this Warrant shall be shares
of Common Stock of the class designated upon such exercise by the holder of
this
Warrant on the form of subscription at the end hereof duly executed by such
holder.
2.3. Termination.
This
Warrant shall terminate upon the earlier to occur of (i) exercise in full or
(ii) November 30, 2017.
3. PUT OPTION; REGISTRATION RIGHTS.
The
holder of this Warrant has the option to require the Company to purchase this
Warrant and/or shares of Warrant Stock at the times and in the manner specified
in Section 11 of the Securities Purchase Agreement. The holder of this Warrant
has the right to cause the Company to register shares of Warrant Stock, and
any
shares issued upon exercise hereof, under the Securities Act and any blue sky
or
securities laws of any jurisdictions within the United States at the time and
in
the manner specified in the Registration Rights Agreement.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
4.1
Delivery.
As soon
as practicable after the exercise of this Warrant in full or in part, and in
any
event within ten (10) days thereafter, the Company, at its expense (including
the payment by it of any applicable issue taxes), will cause to be issued in
the
name of and delivered to the holder hereof, or as such holder (upon payment
by
such holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and non-assessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled on such
exercise, together with any other stock or other securities and property
(including cash, where applicable) to which such holder is entitled upon such
exercise.
4.2. Fractional Shares.
In the
event that the exercise of this Warrant, in full or in part, results in the
issuance of any fractional share of Common Stock, then in such event the holder
of this Warrant shall be entitled to cash equal to the fair market value of
such
fractional share as determined in good faith by the Company's Board of
Directors.
5. ADJUSTMENT FOR DIVIDENDS,
DISTRIBUTIONS AND RECLASSIFICATIONS.
In case
at any time or from time to time, the holders of Common Stock shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor:
(a) other
or
additional stock, other securities, cash or property by way of dividend;
or
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(b) other
or
additional (or less) stock or other securities or property (including cash)
by
way of spin-off, split-up, reclassification, recapitalization, combination
of
shares or similar corporate restructuring;
other than
additional shares of Common Stock issued as a stock dividend or in a stock-split
(adjustments in respect of which are provided for in Section 7 hereof), then
and
in each such case the holder of this Warrant shall be entitled to receive the
amount of stock and other securities and property (including cash) which such
holder would have received if on the date hereof it had been the holder of
record of the number of shares of Common Stock called for on the face of this
Warrant and had thereafter retained such shares and all such other or additional
stock and other securities and property (including cash) receivable by such
holder as aforesaid during such period, without interest, giving effect to
all
further adjustments called for during such period by Sections 6 and 7
hereof.
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6.
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ADJUSTMENT FOR REORGANIZATION,
CONSOLIDATION,
MERGER,
ETC.
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6.1. Certain Adjustments.
In case
at any time or from time to time, the Company shall (i) effect a capital
reorganization, reclassification or recapitalization or (ii) consolidate with
or
merge into any other Person, then in each such case, the holder of this Warrant,
on the exercise hereof as provided in Section 2 hereof at any time after the
consummation of such reorganization, reclassification, recapitalization,
consolidation or merger, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or effective date, the stock and other securities and property
(including cash) to which such holder would have been entitled upon such
consummation, as the case may be, if such holder had so exercised this Warrant
immediately prior thereto, all subject to further adjustment thereafter as
provided in Sections 5 and 7 hereof.
6.2. Continuation of Terms.
Upon
any reorganization, consolidation, merger or transfer referred to in this
Section 6, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation
of
such reorganization, consolidation or merger following any such transfer, as
the
case may be, and shall be binding upon the issuer of any such stock or other
securities, whether or not such person shall have expressly assumed the terms
of
this Warrant as provided in Section 8 hereof.
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7.
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ADJUSTMENTS FOR ISSUANCE OF COMMON STOCK AND AMOUNT OF OUTSTANDING COMMON STOCK.
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7.1. General.
If at
any time there shall occur any stock split, stock dividend (including any
dividend payable in the form of shares of preferred stock which are convertible
into shares of Common Stock or any fee payable to holders of preferred stock
which is paid in the form of shares of preferred stock which are convertible
into shares of Common Stock), reverse stock split or other subdivision of the
Company's Common Stock or any issuance of shares of Common Stock to holders
of
preferred stock as payment of dividends on such preferred stock or as payment
of
any fees relating to such preferred stock (any of the foregoing a "Stock Event"),
then
the number of shares of Common Stock to be received by the holder of this
Warrant shall be appropriately adjusted such that the proportion of (a) the
number of shares issuable hereunder to (b) the total number of shares of the
Company (on a fully diluted basis) prior to such Stock Event is equal to the
proportion of (x) the number of shares issuable hereunder to (y) the total
number of shares of the Company (on a fully-diluted basis) after such Stock
Event. No adjustment to the aggregate Exercise Price shall be made in connection
with any adjustment of the number of shares of Common Stock receivable upon
exercise of this Warrant in connection with this Section 7.1, it being
understood that the Exercise Price shall be proportionately decreased or
increased upon the occurrence of any stock split or other subdivision of the
Common Stock and the Exercise Price shall be decreased upon the issuance of
Common Stock to holders of preferred stock as described above (such that the
aggregate Exercise Price hereunder for all shares of Common Stock issuable
upon
exercise hereof before such Stock Event is the same as such after such Stock
Event); provided
that in
no event will the Exercise Price be less than the par value of the Common
Stock.
7.2. Other Issuances of Common Stock.
(a) If
at any
time there shall occur any issuance or sale (including by way of any adjustment
to the conversion price of any preferred stock of the Company or other like
security of the Company) by the Company of any shares of Common Stock or of
any
securities convertible into or exchangeable for shares of Common Stock or any
warrants, options, subscriptions or purchase rights with respect to shares
of
Common Stock or securities convertible into or exchangeable for shares of Common
Stock (any of the foregoing events being referred to herein as a “Stock Sale Event”
and
the
securities issued in connection therewith being referred to herein as
“New Securities”),
so
that the New Security Price Per Share (as defined herein) of such newly issued
securities is in excess of the Exercise Price, but is less than the then-current
fair market value of such securities (as determined in good faith by the Board
of Directors of the Company), the Exercise Price shall be reduced by an amount
equal to the difference between the then-current fair market value of such
securities and the New Security Price Per Share; provided that in no event
shall
the Exercise Price be reduced to less than the par value of the Common Stock.
For purposes hereof, “New Security Price Per Share”
shall
mean (a) the sum of (I) the aggregate consideration paid by the purchasers
of
the applicable New Securities for such New Securities plus (II) in the case
of
any warrants, options, subscriptions or purchase rights with respect to shares
of Common Stock or securities convertible into or exchangeable for shares of
Common Stock, the minimum amount of consideration, if any, payable to the
Company upon exercise, conversion or exchange thereof (provided that, if the
New
Securities are issued for no consideration, the consideration paid under this
clause (a) shall be deemed to be $.001 per share), divided by (b) the total
number of shares of Common Stock of the Company issued or sold to such
purchasers or to which such purchasers are entitled to convert the New
Securities. Such adjustment shall be made successively whenever such an issuance
shall occur. To the extent that any such shares, rights, options, warrants
or
convertible or exchangeable securities are not so issued or expire unexercised,
the Exercise Price then in effect shall be readjusted to the Exercise Price
which would then be in effect if such unissued or unexercised rights, options,
warrants or convertible or exchangeable securities had not been
issuable.
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When
any
adjustment is required to be made to the Exercise Price pursuant to this Section
7.2(a), the number of shares of Common Stock purchasable upon exercise of this
Warrant shall be changed to the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately prior to such adjustment, by (ii) the Exercise Price in effect
immediately after such adjustment without considering the fact that the Exercise
Price as adjusted may be lower than the par value of the Common
Stock.
The
provisions of this Section 7.2(a) shall not apply (i) in any of the
circumstances for which an adjustment is made pursuant to Sections 5, 6 or
7.1
hereof, (ii) in connection with the issuance of Common Stock upon exercise
of
the Warrants, or (iii) in connection with the issuance of Common Stock upon
conversion of shares of preferred stock of the Company in accordance with the
Company’s Charter and the conversion price of such preferred stock, each as in
effect on the date hereof, to the extent such preferred stock is outstanding
on
the date hereof.
(b) In
the
event that the holder hereof objects to the determination of fair market value
made by the Board of Directors of the Company per Section 7.2 (a) above, the
fair market value of the Company’s common stock equity shall be determined for
purposes of this Section 7.2 initially by an appraiser (the “Holder Appraiser”)
selected by such holder and whose appraisal shall be furnished to the Company
within 45 days of such holder’s objection (the “Holder Appraisal”).
If the
Company does not object to such determination within 15 days after its receipt
of the Holder Appraisal, the fair market value determined by the Holder
Appraiser shall be the fair market value. If the Company objects to the fair
market value determined by the Holder Appraiser, it may select an appraiser
of
nationally recognized standing (the “Company Appraiser”)
who
shall review the determination of the Holder Appraiser and issue a report
thereon (the “Company Appraisal”)
to the
holder hereof and the Company, within 45 days after delivery to the Company
of
the Company Appraisal.
Within
10
days after delivery to the holder hereof of the Company Appraisal, the Company
Appraiser and the Holder Appraiser shall meet in order to resolve any questions
or differences with respect to the fair market value. If such appraisers agree
on a fair market value of the Company’s common stock equity, such fair market
value shall be the fair market value. If no agreement is reached, such
appraisers shall select an appraiser of regionally recognized standing (the
“Third Appraiser”)
within
10 days after such meeting. Fair market value shall then be determined by the
Third Appraiser within 45 days after delivery to the holder hereof of the
Company Appraisal, and the determination of the Third Appraiser shall be
conclusive and binding upon the Company and the holder hereof. Fair market
value
shall in all cases be calculated by determining the fair market value of the
entire common stock equity interest of the Company taken as a whole, without
discounts for minority interests or restrictions on transfer or illiquidity.
All
expenses relating to appraisals shall be borne by the Company.
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7.3. Other Securities.
In case
any Other Securities shall have been issued, or shall then be subject to issue
upon the conversion or exchange of any stock (or Other Securities) of the
Company (or any other issuer of Other Securities or any other entity referred
to
in Section 6 hereof) or to subscription, purchase or other acquisition pursuant
to any rights or options granted by the Company (or such other issuer or
entity), the holder hereof shall be entitled to receive upon exercise hereof
such amount of Other Securities (in lieu of or in addition to Common Stock)
as
is determined in accordance with the terms hereof, treating all references
to
Common Stock herein as references to Other Securities to the extent applicable,
and the computations, adjustments and readjustments provided for in this Section
7 with respect to the number of shares of Common Stock issuable upon exercise
of
this Warrant shall be made as nearly as possible in the manner so provided
and
applied to determine the amount of Other Securities from time to time receivable
on the exercise of the Warrant, so as to provide the holder of the Warrant
with
the benefits intended by this Section 7 and the other provisions of this
Warrant.
8. NO IMPAIRMENT.
The
Company will not, by amendment of its Charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of the Warrant, but will at all times in
good
faith assist in the carrying out of all such terms and in the taking of all
such
action as may be necessary or appropriate in order to protect the rights of
the
holder of the Warrant. Without limiting the generality of the foregoing, the
Company (i) will not increase the par value of any shares of stock receivable
on
the exercise of the Warrant above the amount payable therefor on such exercise,
(ii) will take all such action as may be necessary or appropriate in order
that
the Company may validly and legally issue fully paid and non-assessable shares
of stock on the exercise of the Warrant from time to time outstanding, (iii)
will not issue any capital stock of any class which is preferred as to dividends
or as to the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, (iv) will comply in all respects with the provisions
of Sections 7.16-7.18, 8 and 9 of the Securities Purchase Agreement except
to
the extent such compliance may be waived by Section 19 of the Securities
Purchase Agreement, and (v) will not consolidate with or merge into any other
entity or permit any such entity to consolidate with or merge into the Company
(if the Company is not the surviving entity), unless such other entity shall
expressly assume in writing and will be bound by all the terms of this Warrant
and the Securities Purchase Agreement.
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9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS.
In each
case of any event that may require any adjustment or readjustment in the shares
of Common Stock issuable on the exercise of this Warrant, the Company at its
expense will promptly prepare a certificate setting forth such adjustment or
readjustment, or stating the reasons why no adjustment or readjustment is being
made, and showing, in detail, the facts upon which any such adjustment or
readjustment is based, including a statement of (i) the number of shares of
the
Company's Common Stock then outstanding on a fully diluted basis, and (ii)
the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
and readjusted (if required by Section 7) on account thereof. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant,
and
will, on the written request at any time of any holder of a Warrant, furnish
to
such holder a like certificate setting forth the calculations used to determine
such adjustment or readjustment. At its option, the Majority Holders of the
Warrants may confirm the adjustment noted on the certificate by causing such
adjustment to be computed by an independent certified public accountant at
the
expense of the Company.
10. NOTICES OF RECORD DATE.
In the
event of:
(a) any
taking by the Company of a record of the holders of any class of securities
for
the purpose of determining the holders thereof who are entitled to receive
any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
or
property, or to receive any other right; or
(b) any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any transfer of all or substantially
all
the assets of the Company to or any consolidation or merger of the Company
with
or into any other Person; or
(c) any
voluntary or involuntary dissolution, liquidation or winding-up of the Company;
or
(d) any
proposed issue or grant by the Company of any shares of stock of any class
or
any other securities, or any right or option to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
(other than the issue of Common Stock on the exercise of this
Warrant),
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then,
and
in each such event, the Company will mail or cause to be mailed to the holder
of
this Warrant a notice specifying (i) the date on which any such record is to
be
taken for the purpose of such dividend, distribution or right, and stating
the
amount and character of such dividend, distribution or right, (ii) the date
on
which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is anticipated
to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange
their
shares of Common Stock (or Other Securities) for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up and
(iii) the amount and character of any stock or other securities, or rights
or
options with respect thereto, proposed to be issued or granted, the date of
such
proposed issue or grant and the persons or class of persons to whom such
proposed issue or grant is to be offered or made. Such notice shall be mailed
at
least thirty (30) days prior to the date specified in such notice on which
any
such action is to be taken.
11. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT.
The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, a number of shares of Common Stock
equal to the total number of shares of Common Stock from time to time issuable
upon exercise of this Warrant, and, from time to time, will take all steps
necessary to amend its Charter to provide sufficient reserves of shares of
Common Stock issuable upon exercise of this Warrant.
12. DEFINITIONS.
As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
12.1. The
term Common Stock
includes
(i) the Company's Common Stock, $.001 par value per share, (ii) any other
capital stock of any class or classes (however designated) of the Company,
the
holders of which shall have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares
entitled to preference, and (iii) any other securities into which or for which
any of the securities described in clauses (i) or (ii) above have been converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.
12.2. The
term
Common Stock Equivalent
means
(i) any evidences of Indebtedness, shares of capital stock or other securities
which are convertible into or exchangeable for additional shares of Common
Stock
(other than pursuant to this Warrant) (a "Convertible Security")
or
(ii) any warrant, right or option to subscribe for or purchase any additional
shares of Common Stock (other than pursuant to this Warrant).
12.3. The
term Other Securities
refers
to any stock (other than Common Stock) and other securities of the Company
or
any other entity (corporate or otherwise) (i) which the holder of this Warrant
at any time shall be entitled to receive, or shall have received, on the
exercise of this Warrant, in lieu of or in addition to Common Stock, or (ii)
which at any time shall be issuable or shall have been issued in exchange for
or
in replacement of Common Stock or Other Securities, in each case pursuant to
Section 5 or 6 hereof.
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13. WARRANT AGENT.
The
Company may, by written notice to the holder of this Warrant, appoint an agent
for the purpose of issuing Common Stock on the exercise of this Warrant pursuant
to Section 2 hereof, and exchanging or replacing this Warrant pursuant to the
Securities Purchase Agreement, or any of the foregoing, and thereafter any
such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.
14. REMEDIES.
The
Company stipulates that the remedies at law of the holder of this Warrant in
the
event of any default or threatened default by the Company in the performance
of
or compliance with any of the terms of this Warrant are not and will not be
adequate, and that such terms may be specifically enforced by a decree for
the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
15. NOTICES.
All
notices and other communications from the Company to the holder of this Warrant
shall be mailed by first class registered or certified mail, postage prepaid,
or
sent by overnight courier (or sent in the form of a telex or telecopy) at such
address as may have been furnished to the Company in writing by such holder
or,
until any such holder furnishes to the Company an address, then to, and at
the
address of, the last holder of this Warrant who has so furnished an address
to
the Company.
16. MISCELLANEOUS.
In case
any provision of this Warrant shall be invalid, illegal or unenforceable, or
partially invalid, illegal or unenforceable, the provision shall be enforced
to
the extent, if any, that it may legally be enforced and the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by a statement in writing signed by the party
against which enforcement of such change, waiver, discharge or termination
is
sought. This Warrant and the rights evidenced hereby shall inure to the benefit
of and be binding upon the respective successors and assigns of the Company
and
the holder thereof. The provisions of this Warrant are intended to be for the
benefit of all holders of this Warrant from time to time and shall be
enforceable by any such holder of this Warrant. This Warrant shall be governed
by and construed in accordance with the domestic substantive laws (and not
the
conflict of law rules) of the Commonwealth of Massachusetts. The headings in
this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof.
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17. MAINTENANCE
OF WARRANT REGISTER; ASSIGNMENT AND TRANSFER AND REPLACEMENT.
17.1 Registered
Holders.
The
Company will maintain a register containing the name and address of the holder
of this Warrant. The "registered holder" of this Warrant shall be the Person
in
whose name such Warrant is registered in said warrant register. Any registered
holder of this Warrant may change such holder's address as shown on the warrant
register by written notice to the Company requesting such change. Any notice
or
written communication required or permitted to be given to the registered holder
of this Warrant shall be mailed by first class registered or certified mail,
postage prepaid, or sent by overnight courier (or sent in the form of a telex
or
telecopy) or delivered to such registered holder at its address as shown on
the
warrant register.
17.2 Assignment
and Transfer of the Warrant.
This
Warrant has not been registered under the Securities Act, and neither this
Warrant nor the rights evidenced hereby shall be assigned, pledged, transferred
or otherwise disposed of unless either (a) this Warrant first shall have
been registered under the Securities Act, or (b) such sale or transfer is
an exempted transaction under the Securities Act. The registered holder of
this
Warrant may assign or transfer any portion of this Warrant to an Affiliate.
Upon
surrender of this Warrant to the Company for transfer as an entirety by the
registered holder (as permitted by this Section) at the offices of the Company,
with the form of assignment attached hereto completed and duly executed by
the
registered holder, the Company shall, at its expense, issue a new Warrant of
the
same denomination to the assignee.
17.3 Replacement.
In case
this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
issue a new Warrant of like tenor and denomination and deliver the same
(a) in exchange and substitution for and upon surrender and cancellation of
the mutilated Warrant, or (b) in lieu of the Warrant lost, stolen or
destroyed, upon receipt of (i) a reasonably detailed affidavit with respect
to the circumstances of any loss, theft or destruction, and (ii) an
indemnity satisfactory to the Company.
17.4 Negotiation.
This
Warrant, when endorsed in blank, shall be deemed negotiable, and the holder
hereof, when this Warrant shall have been so endorsed, may be treated by the
Company and all other Persons dealing with this Warrant as the absolute owner
hereof for any purpose and as the Person entitled to exercise the rights
represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer
on
such books, the Company may treat the registered holder hereof as the owner
hereof for all purposes.
[Remainder of Page Left Intentionally Blank]
-11-
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly
authorized officer.
Dated
as
of November __, 2007
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By:
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Name:
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Title:
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Signature
Page to Amended Common Warrant
FORM
OF
SUBSCRIPTION
(To
be
signed only on exercise
of
Common
Stock Purchase Warrant)
The
undersigned, the Holder of the within Common Stock Purchase Warrant, hereby
irrevocably elects to exercise this Common Stock Purchase Warrant for, and
to
purchase thereunder
shares
of
Common Stock of National Investment Managers Inc. and herewith makes payment
of
$
therefor
[in cash][by reduction of the outstanding principal amount of the Note][by
surrendering its right to _______ Exercise Shares, based on a Repurchase Price
of $_____ per share], and requests that the certificates for such shares be
issued in the name of, and delivered to the undersigned at its address
below.
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Dated:
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[Name
of Holder]
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(Signature
must conform in all
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respects
to name of Holder as
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specified
on the face of the
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|
Warrant)
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(Address)
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FORM
OF
ASSIGNMENT
(To
be
signed only on transfer of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto ____________
the right represented by the within Warrant to purchase
shares
of Common Stock of National Investment Managers Inc., a Florida corporation,
to
which the within Warrant relates, and appoints
attorney
to transfer such right on the books of National Investment Managers Inc., with
full power of substitution in the premises.
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[HOLDER]
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Dated:
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By:
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Title:
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[Address]
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Signed
in
the presence of: