0001437749-09-000542 Sample Contracts

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 5th day of May 2009, by and between 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 8th 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”).

AMENDMENT NO. 1 TO FOREBEARANCE AND WARRANT MODIFICATION AGREEMENT
Forbearance and Warrant Modification Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS AMENDMENT NO. 1, dated as of May 6, 2009 (this “Amendment”), to that certain forbearance and waiver modification agreement, dated February 25, 2009 (the “Agreement”), by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and BEDFORD OAK PARTNERS, L.P. (the “Lender “).

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services

THIS AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into this 14th day of May 2009, by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”) and FUND.COM INC., a Delaware corporation, and/or its Affiliate (collectively, the “Investor”).

Contract
Convertible Promissory Note • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

AMENDMENT NO. 2 TO FOREBEARANCE AND WARRANT MODIFICATION AGREEMENT
Forbearance and Waiver Modification Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS AMENDMENT NO. 2, dated as of May 14, 2009 (this “Amendment”), to that certain forbearance and waiver modification agreement, dated February 25, 2009, as amended by that certain Amendment No 1 to forbearance and waiver modification agreement, dated May 6, 2009 (collectively, the “Agreement”), by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and BEDFORD OAK PARTNERS, L.P. (the “Lender “).

AMENDMENT NO. 2 TO FOREBEARANCE AND WARRANT MODIFICATION AGREEMENT
Forbearance and Warrant Modification Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS AMENDMENT NO. 2, dated as of May 14, 2009 (this “Amendment”), to that certain forbearance and waiver modification agreement, dated February 25, 2009, as amended by that certain Amendment No 1 to forbearance and waiver modification agreement, dated May 6, 2009 (collectively, the “Agreement”), by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and CHRISTOPHER C. DEWEY (the “Lender “).

AMENDMENT NO. 1 TO FOREBEARANCE AND WARRANT MODIFICATION AGREEMENT
Forbearance and Warrant Modification Agreement • May 15th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS AMENDMENT NO. 1, dated as of May 6, 2009 (this “Amendment”), to that certain forbearance and waiver modification agreement, dated February 25, 2009 (the “Agreement”), by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and CHRISTOPHER C. DEWEY (the “Lender “).

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