0001437749-10-002214 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 14th, 2010 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 12th day of July 2010 by and among National Holdings Corporation, a Delaware corporation (the “Company”), and those individuals signatory hereto (the “Investors”).

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NATIONAL HOLDINGS CORPORTATION SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 12, 2010 with respect to CONVERSION OF 5% CONVERTIBLE SUBORDINATED PROMISSORY NOTES INTO CLASS C PREFERED STOCK AND UNIT WARRANTS
Securities Purchase Agreement • July 14th, 2010 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

This SECURITES PURCHASE AGREEMENT (this “Agreement”), dated as of July 12, 2010, is entered into by and among National Holdings Corporation, a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A hereto under the heading “Purchasers” (the “Purchasers”) who become parties to this Agreement by executing and delivering (i) a financing signature page in the form attached hereto as Exhibit B (the “Financing Signature Page”) and (ii) a notice of conversion in the form attached to the Notes (as hereinafter defined) (the “Notice of Conversion”).

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