0001437749-13-000670 Sample Contracts

NATIONAL HOLDINGS CORPORTATION SECURITIES PURCHASE AGREEMENT DATED AS OF January 24, 2013 with respect to SALE OF COMMON STOCK
Securities Purchase Agreement • January 25th, 2013 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 24, 2013, 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 a financing signature page in the form attached hereto as Exhibit B (the “Financing Signature Page”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2013 • 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 24th day of January, 2013 by and among National Holdings Corporation, a Delaware corporation (the "Company"), and those individuals signatory hereto (the "Investors").

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • January 25th, 2013 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS WARRANT EXCHANGE AGREEMENT, dated as of January 24, 2013 (this “Agreement”) is entered into by and among National Holdings Corporation, a Delaware corporation (the “Company”), and the undersigned holders of the Company’s warrants (collectively, the “Holders”).

CONVERSION AND EXCHANGE AGREEMENT
Conversion and Exchange Agreement • January 25th, 2013 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS CONVERSION AND EXCHANGE AGREEMENT, dated as of January 24, 2013 (this “Agreement”) is entered into by and among National Holdings Corporation, a Delaware corporation (the “Company”), and the undersigned holders of the Company’s Series D Preferred Stock (the “Holders”).

CONVERSION AND EXCHANGE AGREEMENT
Conversion and Exchange Agreement • January 25th, 2013 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS CONVERSION AND EXCHANGE AGREEMENT, dated as of January 24, 2013 (this “Agreement”) is entered into by and among National Holdings Corporation, a Delaware corporation (the “Company”) and National Securities Growth Partners LLC (the “Holder”).

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