RECITALS:Security Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses • California
JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2006 • St Cloud Capital Partners Lp • Security & commodity brokers, dealers, exchanges & services
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies:
PLEDGE AND SECURITY AGREEMENT dated as of November 24, 2003 among PROLONG INTERNATIONAL CORPORATION PROLONG SUPER LUBRICANTS, INC. and ST. CLOUD CAPITAL PARTNERS, LP, as Collateral AgentPledge and Security Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This PLEDGE AND SECURITY AGREEMENT, dated as of November 24, 2003 (this “Agreement”), among each of the undersigned (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, LP, acting in the capacity of agent for the benefit of the Purchasers (the “Collateral Agent”).
EXHIBIT 2 NOTE AND WARRANT PURCHASE AGREEMENT DATED APRIL 26, 2002Note and Warrant Purchase Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses • Delaware
NATIONAL HOLDINGS CORPORATION COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 23rd, 2007 • St Cloud Capital Partners Lp • Security & commodity brokers, dealers, exchanges & services • New York
THIS CERTIFIES THAT, for value received, St. Cloud Capital Partners, L.P. (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at such times after the date hereof as are set forth below, to acquire from National Holdings Corporation, a Delaware corporation (the “Company”), in whole or, from time to time, in part, up to Sixty-Two Thousand Five Hundred (62,500) fully paid and nonassessable shares of Common Stock, $.02 par value, of the Company (the “Warrant Shares”) at a purchase price per share (the “Exercise Price”) of $1.40. Such number of shares, type of security and Exercise Price are subject to adjustment as provided herein, and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. This Warrant is granted by the Company to the Holder pursuant to that certain Securities Purchase Agreement dated February 22, 2007 by and among the Company and certain investors
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 24, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Parent”), PROLONG SUPER LUBRICANTS, INC., a Nevada corporation (“Borrower”), PROLONG INTERNATIONAL HOLDINGS LTD., a Cayman Islands company (“Cayman Sub I”), PROLONG INTERNATIONAL LTD., a Cayman Islands company (“Cayman Sub II”, and together with Cayman Sub I, the “Cayman Subsidiaries”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, and its affiliates (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), and ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”). St. Cloud and the Other Purchasers are each referred to herein as “Purchaser” and collectively as “Purchasers”. Parent, Borrower, Cayman Sub I and Cayman Sub II are eac
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus • California
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2005, among (i) Viking Systems, Inc., a Nevada corporation (“Viking”), (ii) St. Cloud Capital Partners, L.P., a Delaware limited partnership (“St. Cloud”), as “Lead Lender” and “Collateral Agent” and (iii) St. Cloud, Donald Tucker, Brian Miller, and any other Person signing the signature page of this Agreement as an Investor or that becomes an Investor after the date hereof in accordance with this Agreement (collectively, the “Investors”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of November, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (the “Company”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (the “St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Island company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”), the individuals identified on Exhibit A attached hereto (collectively, “Executives” or individually without distinction as an “Executive”), and each other person who becomes a Holder (as defined below) hereunder. St. Cloud and the Other Purchasers are at times collectively referred to herein as “Investors” or individually without distinction as an “Investor”. Capitalized terms used but not otherwise defined herein shall have the respective meanings
NATIONAL HOLDINGS CORPORATION SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 22, 2007 WITH RESPECT TO 10% NOTES AND WARRANTSSecurities Purchase Agreement • February 23rd, 2007 • St Cloud Capital Partners Lp • Security & commodity brokers, dealers, exchanges & services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2007 by and among NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and the individuals 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2007 • St Cloud Capital Partners Lp • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of February 22, 2007, among National Holdings Corporation (the “Company”) and each of the purchasers named on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE COMMON STOCK OF Prolong International CorporationWarrant Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
A = the greater of (i) the closing price of the Common Stock as reported by the American Stock Exchange on the Closing Date (as such term is defined in the Securities Purchase Agreement) or (ii) the book value per share of the Common Stock on the Closing Date
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the...Joint Filing Agreement • February 26th, 2003 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
RECITALSInvestors' Rights Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses • California
SECURITY AGREEMENT dated as of March 22, 2005 among VIKING SYSTEMS, INC. and ST. CLOUD CAPITAL PARTNERS, L.P., as Collateral AgentSecurity Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus • California
This SECURITY AGREEMENT, dated as of March 22, 2005 (this “Agreement”), among Viking Systems, Inc., a Nevada corporation (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, L.P., acting in the capacity of agent for the benefit of the Investors (the “Collateral Agent”).
ST. CLOUD CAPITAL PARTNERS, LP ** By : SCGP, LLC Its : General Partner By : /s/ Marshall S. Geller Dated : 03/16/2005 ---------------------- Name : Marshall S. Geller Title : Senior Managing Member /s/ Cary Fitchey ** Dated : 03/16/2005...Partnership Agreement • March 16th, 2005 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal
ContractNote and Common Stock Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus
THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR THE COMMON STOCK MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN.
GUARANTYGuaranty • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This GUARANTY (this “Guaranty”), dated as of November 24, 2003, is entered into by and between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Guarantor”), and ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, individually and as agent for the benefit of Lenders (“Agent”). “Lenders” shall mean, collectively, ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership, BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company, and ASPEN VENTURES LLC, a New York limited liability company, and their respective successors and assigns.
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the “Schedule 13Ds”), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
JOINT FILING AGREEMENTJoint Filing Agreement • March 22nd, 2005 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal
The undersigned hereby agree to jointly file (i) Amendment No. 1 to that certain statement on Schedule 13D, dated December 4, 2003 (the “Amendment”), and (ii) any amendments to the Amendment, in each case with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
JOINT FILING AGREEMENTJoint Filing Agreement • February 23rd, 2005 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal
The undersigned hereby agree to jointly file (i) Amendment No. 1 to that certain statement on Schedule 13D, dated December 4, 2003 (the “Amendment”), and (ii) any amendments to the Amendment, in each case with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2005 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This Amendment to Securities Purchase Agreement (the “Amendment”), dated as of August 11, 2004 is made by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Parent”), PROLONG SUPER LUBRICANTS, INC., a Nevada corporation (“Borrower”), PROLONG INTERNATIONAL HOLDINGS LTD., a Cayman Islands company (“Cayman Sub I”), PROLONG INTERNATIONAL LTD., a Cayman Islands company (“Cayman Sub II”, and together with Cayman Sub I, the “Cayman Subsidiaries”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, and its affiliates (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), and ASPEN VENTURES LLC, a New York limited liability company ((“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of March 22, 2005, by and among VIKING SYSTEMS, INC., a Nevada corporation (the “Company”), ST. CLOUD CAPITAL PARTNERS, L.P., a Delaware limited partnership (“St. Cloud”), the other Investors who have executed this Agreement, and any other Person who may be added in the future as a party to this Agreement pursuant to the terms of the Securities Purchase Agreement (as defined below) by execution of the Joinder to this Agreement substantially in the form set forth hereto as Exhibit A or who becomes a Selling Securityholder (as defined below) hereunder. St. Cloud and the other Investors are at times collectively referred to herein as the “Investors.”
JOINT FILING AGREEMENTJoint Filing Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the “Schedule 13Ds”), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
