X0206 3 2018-07-20 0 0001023844 NATIONAL HOLDINGS CORP NHLD 0001766495 DeSena John C. 200 VESEY STREET 25TH FLOOR NEW YORK NY 10281 1 Chief Operating Officer Common Stock 6190 D Restricted Stock Units Common Stock 65625 D Restricted Stock Units Common Stock 102857 D On July 19, 2017, the reporting person was granted 75,000 restricted stock units. Fifty percent of the restricted stock units vest in four equal annual installments beginning July 19, 2018. Such vested shares will be delivered to the reporting person annually in accordance to the vesting delivery schedule. Twenty-five percent of the restricted stock units vest upon National Holdings Corporation (the "Company") first achieving certain market capitalization milestones for 30 consecutive trading days, and 25% vest upon certification by the Company's Compensation Committee that the Company first achieved certain adjusted EBITDA milestones at the end of a fiscal year. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. On April 10, 2018, the reporting person was granted 102,857 restricted stock units. Fifty percent of the restricted stock units vest in three equal annual installments beginning April 10, 2019. Such vested shares will be delivered to the reporting person annually on the vesting date. Twenty-five percent of the restricted stock units vest upon the Company first achieving certain market capitalization milestones for 30 consecutive trading days, and 25% vest upon certification by the Company's Compensation Committee that the Company first achieved certain adjusted EBITDA milestones at the end of a fiscal year. /s/ John C. DeSena 2019-01-31