0001437749-12-003367 Sample Contracts

SECURITIES PURCHASE AGREEMENT DATED AS OF March 30, 2012 with respect to SALE OF CONVERTIBLE NOTE, SERIES E PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS
Securities Purchase Agreement • April 4th, 2012 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2012, is entered into by and among National Holdings Corporation, a Delaware corporation (the “Company”) and the entity listed on Exhibit A hereto under the heading “Purchaser” (“Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2012 • 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 30th day of March, 2012, by and between (i) National Holdings Corporation, a Delaware corporation (the “Company”), and (ii) National Securities Growth Partners LLC, a Delaware limited liability company (the “Series E Investor”).

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