0001144204-08-020084 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2008 • 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 31st day of March, 2008 by and among National Holdings Corporation, a Delaware corporation (the “Company”), and St. Cloud Capital Partners II, L.P. (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2008 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 31st day of March, 2008 by and among National Holdings Corporation, a Delaware corporation (the “Company”), and St. Cloud Capital Partners II, L.P. (the “Investor”).

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