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
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”).
