0000921895-14-001386 Sample Contracts

SETTLEMENT AGREEMENT
Settlement Agreement • June 9th, 2014 • Iroquois Capital Management, LLC • Security & commodity brokers, dealers, exchanges & services • Delaware

This SETTLEMENT AGREEMENT is made and entered into as of June 6, 2014 (the “Agreement”) by and among National Holdings Corporation, a Delaware corporation (the “Company”), and each of the other parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”

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JOINT FILING AGREEMENT
Joint Filing Agreement • June 9th, 2014 • Iroquois Capital Management, LLC • Security & commodity brokers, dealers, exchanges & services

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.02 par value, of National Holdings Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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