AMENDMENT NO. 1 TO SECURITIES
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT (“ Agreement ”) is made and
entered into this 5 th 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 ”).
Recitals
A. Effective
as of April 7, 2009, the Company and the Investor entered into a
Securities Purchase Agreement (the “ Purchase
Agreement ”), pursuant to which inter alia, the Investor
agreed to purchase and the Company agreed to sell certain
Securities of the Company.
B. The
Company and the Investor are executing and delivering this
Agreement in order to amend certain of the provisions to the
Purchase Agreement.
NOW, THEREFORE
, in consideration of the mutual
promises made herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Purchase Agreement, as
follows:
1.
Definitions . Unless otherwise separately
defined in this Agreement, all capitalized terms used in this
Agreement shall have the same meaning as are defined in the
Purchase Agreement and the other Transaction Documents.
2.
Amendment to Section 3.1. Section 3.1 of
the Purchase Agreement entitled Closing is hereby
deleted and the following Section 3.1 is inserted in place
thereof.
(a) The
Closing shall take place at the offices of Littman Krooks LLP, 655
Third Avenue, 20th Floor, New York, New York 10017 or at such place
as may be mutually agreed upon by the parties hereto (or remotely
via the exchange of documents and signatures) at 10:00 A.M.
New York City time following the execution and delivery of this
Agreement, and on the first business day immediately following the
date on which the last of the conditions specified herein is
fulfilled or waived (other than conditions that by their nature are
required to be performed on the Closing Date, but subject to
satisfaction of such conditions) but in any event no later than May
29, 2009 (the “ Closing Date ”) or at
such other time and place and such other date as the Company and
the Investor mutually agree. All events occurring at the
Closing will, unless otherwise specified, be deemed to have
simultaneously occurred.
(b) Subject
to the provisions of Section 3.2(c) below, in the event that
the Closing shall not have occurred by the Closing Date (or any
other date mutually agreed upon in writing by the Parties), then
either the Company or the Investor may, by written notice to the
other party, terminate the Purchase Agreement and this Agreement;
in which event neither party hereto shall have any further
liability or obligation to the other hereunder or
thereunder.
(c) The
Investor has agreed, up to a maximum of $200,000, to defray all or
a portion of the actual professional fees incurred and to be
incurred by the Company in connection with the transactions
contemplated by the Purchase Agreement and other Transaction
Documents, but only in the event that such transactions shall not
have occurred by the Closing Date (as the same may be extended at
the sole option of the Company) for any reason, other
th
