0001144204-08-038177 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 2nd, 2008 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

This Employment Agreement (“Agreement”) is made and entered into as of July 1, 2008, by and between National Holdings Corporation, a Delaware corporation (the “Company”) and Alan B. Levin (the “Executive”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 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 30th day of June, 2008 by and among National Holdings Corporation, a Delaware corporation (the “Company”), and St. Cloud Capital Partners II, L.P. (the “Investor”).

EMPLOYMENT TERMINATION AGREEMENT
Employment Termination Agreement • July 2nd, 2008 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Florida

This Employment Termination Agreement (the “Agreement”) dated as of July 1, 2008 (the “Effective Date”) is entered into between vFinance, Inc. (the “Employer”) and Leonard J. Sokolow (the “Employee”) (collectively, the “Parties”).

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

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 30th day of June, 2008 by and among National Holdings Corporation, a Delaware corporation (the “Company”), and St. Cloud Capital Partners II, L.P. (the “Investor”).

NATIONAL HOLDINGS CORPORAION VOTING AGREEMENT
Voting Agreement • July 2nd, 2008 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of July, 2008 by and among National Holdings Corporation, a Delaware corporation (the "Company"), and the persons listed on Schedule I hereto (individually, a "Director" and collectively the "Directors").

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