0001437749-09-002159 Sample Contracts

NATIONAL HOLDINGS CORPORATION COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 29th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS CERTIFIES THAT, for value received, Christopher C. Dewey (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at such times after the date hereof as are set forth below, to acquire from National Holdings Corporation, a Delaware corporation (the “Company”), in whole or, from time to time, in part, up to One Hundred Thousand (100,000) fully paid and nonassessable shares of Common Stock, $.02 par value, of the Company (the “Warrant Shares”) at a purchase price per share (the “Exercise Price”) of $0.75. Such number of shares, type of security and Exercise Price are subject to adjustment as provided herein, and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. The Warrant Shares shall vest in full immediately upon the date hereof.

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AMENDMENT NO. 1 TO EMPLOYEMENT AGREEMENT
Employment Agreement • December 29th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

THIS AMENDMENT, dated as of November 23, 2009 (this “Amendment”), between National Holdings Corporation (the “Company”) and Mark Goldwasser (the “Executive”).

Contract
Employment Agreement • December 29th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services
Contract
Employment Agreement • December 29th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services
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