AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2008 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 17, 2008 by and among vFinance, Inc., a Delaware corporation (the “Company”), National Holdings Corporation, a Delaware corporation (“Parent”), and vFin Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not defined in this Amendment shall have the meanings assigned to them in the Agreement.
Re: March 31, 2008 $3,000,000 FinancingSecurities Purchase Agreement • April 18th, 2008 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services
Reference is made to that certain Securities Purchase Agreement, dated as of March 31, 2008 (the “Agreement”), by and between St. Cloud Capital Partners II, L.P. (“St. Cloud”) and National Holdings Corporation (the “Company”) and that certain 10% Senior Subordinated Convertible Promissory Note of the Company, dated March 31, 2008, payable to the order of St. Cloud (the “Note”). Terms not defined herein shall have the meanings ascribe them in the Agreement or the Note. The undersigned agree as follows:
