PLEDGE AND ASSIGNMENT AGREEMENTPledge and Assignment Agreement • April 14th, 2009 • FUND.COM Inc. • Services-management consulting services
THIS PLEDGE AND ASSIGNMENT AGREEMENT ("Agreement"), dated April 7, 2009, is executed by and among (A) FUND.COM INC., a Delaware corporation (“Fund”); (B) GLOBAL ASSET FUND LTD., a company organized under the laws of the Cayman Islands (“GAF”), and (C) Hodgson Russ LLP, a law firm with an address at 1540 Broadway, New York, New York 10036 (the “Collateral Agent”). Fund is sometimes referred to herein as the “Pledgor,” GAF or its assigns and designees is hereinafter sometimes referred to individually or collectively, as the “Secured Party,” and the Pledgor and the Secured Party are hereinafter sometimes collectively referred to as the “Business Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2009 • FUND.COM Inc. • Services-management consulting services • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 7th day of April, 2009, by and among NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”).
NATIONAL HOLDINGS CORPORATION LIMITED RECOURSE CONVERTIBLE PROMISSORY NOTELimited Recourse Convertible Promissory Note • April 14th, 2009 • FUND.COM Inc. • Services-management consulting services
This Note is being issued by the Company pursuant to the terms of that certain Securities Purchase Agreement by and between the Company and the Holder, dated as of April 4, 2009 (the “Securities Purchase Agreement”). Capitalized terms used herein not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.
