1 Exhibit 5 CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of November 19, 1998 between Joseph Clinard, an individual with an address at 3 Colyer Drive, Greenlawn, New York 11740 (the "Consultant"), and North Ridge Securities Corporation (the...Consulting Agreement • December 7th, 1998 • Gilman & Ciocia Inc • Services-personal services • New York
ARTICLE 1Voting Agreement • May 1st, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
2- 3 the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way (whether by operation...Incentive Stock Option Agreement • December 7th, 1998 • Gilman & Ciocia Inc • Services-personal services • New York
PLACEMENT PURCHASE AGREEMENT BY AND AMONGPurchase Agreement • August 24th, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
EXECUTION COPY STOCK PURCHASE AGREEMENT AGREEMENT dated as of January 1, 2004, by and among Gilman + Ciocia, Inc., a Delaware corporation with a principal office at 11 Raymond Avenue, Poughkeepsie, NY 12603 ("Seller"), and Daniel R. Levy ("Levy"), and...Stock Purchase Agreement • October 13th, 2004 • Gilman & Ciocia Inc • Services-personal services • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), entered into as of August 20, 2007, by and between Gilman + Ciocia, Inc., a Delaware corporation (the "Company"), and Michael P. Ryan (the "Executive"). W I T N E S S E T H: WHEREAS, the...Employment Agreement • August 24th, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
RECITALSLoan Agreement • November 14th, 2000 • Gilman & Ciocia Inc • Services-personal services • New York
W I T N E S S E T H:Forbearance Agreement • September 28th, 2006 • Gilman & Ciocia Inc • Services-personal services • New York
AGREEMENTPartnership Agreement • August 9th, 2002 • Gilman & Ciocia Inc • Services-personal services
SHAREHOLDER AGREEMENT Dated as of August 20, 2007 TABLE OF CONTENTSShareholder Agreement • August 24th, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
1 AMENDMENT NO. 3 TO WARRANT AGREEMENT AMENDMENT dated September 23, 1998 to the warrant agreement (the "Warrant Agreement") dated December 12, 1994 by and between Gilman & Ciocia, Inc., a Delaware corporation (the "Company"), and Corporate Stock...Warrant Agreement • September 28th, 1998 • Gilman & Ciocia Inc • Services-personal services
amongRegistration Rights Agreement • August 24th, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
1 Exhibit 3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of November 19, 1998 between Daniel R. Levy, an individual with an address at 17 Buttonwood Drive, Dix Hills, New York 11746 (the "Employee"), and North Shore Capital Management Corp., a...Employment Agreement • December 7th, 1998 • Gilman & Ciocia Inc • Services-personal services • New York
FORM OF DEBT CONVERSION AGREEMENT This Debt Conversion Agreement made as of this 20th day of August, 2007 between Gilman + Ciocia, Inc., a Delaware corporation (the "Company"), and the parties who have executed this agreement (individually a...Debt Conversion Agreement • August 24th, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
INVESTOR PURCHASE AGREEMENT BY AND AMONGInvestor Purchase Agreement • May 1st, 2007 • Gilman & Ciocia Inc • Services-personal services • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT Agreement made as of the 11th day of October, 2004, by and between Gilman + Ciocia, Inc. having an office at 11 Raymond Avenue., Poughkeepsie, NY 12603 (the "Company"), and Ted H. Finkelstein, an individual having an...Employment Agreement • November 15th, 2004 • Gilman & Ciocia Inc • Services-personal services • New York
EXECUTION COPY ASSET PURCHASE AGREEMENT AGREEMENT, dated as of September 1, 2002, by and among PINNACLE TAXX ADVISORS LLC, a Delaware limited liability company with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York...Asset Purchase Agreement • December 23rd, 2002 • Gilman & Ciocia Inc • Services-personal services • New York
WAIVER OF REGISTRATION RIGHTS PRIME PARTNERS, INC., MICHAEL RYAN AND RALPH PORPORAWaiver of Registration Rights • May 1st, 2007 • Gilman & Ciocia Inc • Services-personal services
Exhibit 10.7 LEASES FOR THE COMPANY'S HEADQUARTERS LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 30th day of June, 2006 by and between GILMAN + CIOCIA, INC., a Delaware corporation having its principal office at 11 Raymond Avenue,...Lease Agreement • September 28th, 2006 • Gilman & Ciocia Inc • Services-personal services • New York
EXHIBIT 4.1 SUBSCRIPTION AGREEMENT For the Exercise of Rights To Purchase Shares of Common StockSubscription Agreement • April 4th, 2008 • Gilman Ciocia, Inc. • Services-personal services • New York
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 21st, 2013 • Gilman Ciocia, Inc. • Security brokers, dealers & flotation companies • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 20, 2013, by and among National Holdings Corporation, a Delaware corporation (“Parent”), National Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and [insert name of Target stockholder], (“Stockholder”). Parent, Merger Sub, and Stockholder are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
EXHIBIT 4.2 GILMAN CIOCIA, INC. SUBSCRIPTION AGREEMENT FOR SHARES OFFERED TO 2007 INVESTORS EXPIRATION DATE: ___________, 2008 (unless otherwise extended by the Company's Board of Directors) You may subscribe for shares of Gilman Ciocia, Inc. (the...Subscription Agreement • April 4th, 2008 • Gilman Ciocia, Inc. • Services-personal services
2- 3 Companies (whether or not any of the foregoing information is actually novel or unique or is actually known to others and whether or not the Confidential Information is labeled as confidential or secret); or (ii) negotiate for or enter into any...Noncompetition Agreement • April 20th, 1999 • Gilman & Ciocia Inc • Services-personal services • New York
FORBEARANCE AGREEMENT --------------------- This Forbearance Agreement (this "Agreement") dated as of November 27, 2002 is by an between Gilman + Ciocia, Inc., a Delaware corporation, located at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the...Forbearance Agreement • December 23rd, 2002 • Gilman & Ciocia Inc • Services-personal services • New York
3- 4 which the Stockholders have refrained from selling Registrable Shares pursuant to a request from G&C's underwriter pursuant to Section 2(c) herein, or, if later, so long as no amendment to the registration statement or supplement to the...Registration Rights Agreement • April 20th, 1999 • Gilman & Ciocia Inc • Services-personal services • New York
PRIME PARTNERS, INC.Purchase Agreement • May 1st, 2007 • Gilman & Ciocia Inc • Services-personal services
1 STOCK AND ASSET PURCHASE AGREEMENT AGREEMENT dated April 5, 1999, by and among Gilman & Ciocia, Inc., a Delaware corporation with a principal office at 475 Northern Boulevard, Great Neck, NY 11021 ("G&C"), Prime Financial Services, Inc, a Delaware...Stock and Asset Purchase Agreement • April 20th, 1999 • Gilman & Ciocia Inc • Services-personal services • New York
2- 3 10. NOTICES. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient when delivered personally or telecopied by confirmed facsimile or the day signed for or rejected by addressee after...Limited Liability Company Interest Option Agreement • April 20th, 1999 • Gilman & Ciocia Inc • Services-personal services • New York
Exhibit 99.1 SUBSCRIPTION AGENT AGREEMENT THIS SUBSCRIPTION AGENT AGREEMENT (this "Agreement") between Gilman Ciocia, Inc., a Delaware corporation (the "Company"), and Corporate Stock Transfer, Inc., ("CST"),a [_________] corporation, is dated as of...Subscription Agent Agreement • April 4th, 2008 • Gilman Ciocia, Inc. • Services-personal services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2013 • Gilman Ciocia, Inc. • Security brokers, dealers & flotation companies • New York
EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of _________, 2013, by and between National Holdings Corporation, a Delaware corporation (the “Parent”), Gilman Ciocia, Inc. (“Gilman”), a wholly owned subsidiary of the Parent and Michael P. Ryan (the “Executive”).
THIS AGREEMENT OF SUBORDINATION AND ASSIGNMENT, is entered into as of November 1, 2000 by Thomas Povinelli, an individual having an office at 1311 Mamaroneck Avenue, Suite #160, White Plains, NY 10605 (the "Creditor"), in favor of and for the benefit...Subordination and Assignment Agreement • November 14th, 2000 • Gilman & Ciocia Inc • Services-personal services • New York
GUARANTY OF ALL LIABILITY ===================================================== =========================== THIS GUARANTY, is entered into as of October 30, 2000 by the undersigned (the "Guarantor"), in favor of and for the benefit of EUROPEAN...Guaranty of All Liability • November 14th, 2000 • Gilman & Ciocia Inc • Services-personal services • New York
ContractMerger Agreement • June 21st, 2013 • Gilman Ciocia, Inc. • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER among NATIONAL HOLDINGS CORPORATION, NATIONAL ACQUISITION CORP., and GILMAN CIOCIA, INC. Dated as of June 20, 2013
DEFINITIVE AGREEMENT AGREEMENT, dated December 4, 2003, by and among PINNACLE TAXX ADVISORS LLC, a Delaware limited liability company with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York ("Pinnacle"), and GILMAN +...Definitive Agreement • December 18th, 2003 • Gilman & Ciocia Inc • Services-personal services
