NATIONAL HOLDINGS CORPORTATION NOTE PURCHASE AGREEMENT DATED AS OF JUNE 4, 2010 with respect to 5% CONVERTIBLE SUBORDINATED PROMISSORY NOTESNote Purchase Agreement • August 16th, 2010 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 4, 2010, is entered into by and among National Holdings Corporation, a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A hereto under the heading “Initial Purchasers” (the “Initial Purchasers”) who become parties to this Agreement by executing and delivering a financing signature page in the form attached hereto as Exhibit B (the “Financing Signature Page”), and the individuals and entities who become parties to this Agreement after the date hereof in accordance with Section 2.2 hereof by executing and delivering a Financing Signature Page (the “Additional Purchasers”). The Initial Purchasers and the Additional Purchasers are collectively referred to herein as the “Purchasers.” A certain Initial Purchasers (designated on Exhibit A hereto) shall be afforded the additional rights set forth herein and is referred to here as the “Lead Investor.”
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • August 16th, 2010 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York
This RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”), dated as of June 7, 2010, is entered into by and between National Holdings Corporation, a Delaware corporation (the “Company”), and Frank Plimpton, an individual (“Lead Investor”).
AMENDMENT NO. 4 TO FOREBEARANCE AND WARRANT MODIFICATION AGREEMENTForebearance and Warrant Modification Agreement • August 16th, 2010 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York
THIS AMENDMENT NO. 4, dated as of June 4, 2010 (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, that certain Amendment No. 2 to forbearance and waiver modification agreement, dated May 14, 2009 and that certain Amendment No. 2 to forbearance and waiver modification agreement, dated May 29, 2009 (collectively, the “Agreement”), by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and CHRISTOPHER C. DEWEY (the “Lender “).
