0001213900-09-003492 Sample Contracts

PLEDGE AND ASSIGNMENT AGREEMENT
Pledge and Assignment Agreement • November 30th, 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.”

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AdvisorShares Investments, LLC Purchase and Contribution Agreement
Purchase and Contribution Agreement • November 30th, 2009 • FUND.COM Inc. • Services-management consulting services • New York

THIS PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of October 31, 2008, between AdvisorShares Investments, LLC, a Delaware limited liability company (the “Company”), and Fund.com Inc., a Delaware corporation (“Fund.com”), and joined by Wilson Lane Group, LLC, a Delaware limited liability company (“Founder LLC”) and Noah Hamman (the “Founder”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 30th, 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”).

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