X0303 4 2010-07-12 0 0001023844 NATIONAL HOLDINGS CORP NHLD.OB 0000925236 GELLER MARSHALL S 10866 WILSHIRE BLVD. SUITE 1450 LOS ANGELES CA 90024 1 0 1 0 Series C Preferred Stock 0.5 2010-07-12 4 P 0 6026 50 A 2010-07-12 Common Stock 602630 6026 I By St. Cloud Capital Partners, LP Warrants (right to purchase) 0.5 2010-07-12 4 P 0 602630 0 A Common Stock 602630 602630 I By St. Cloud Capital Partners, LP The shares of Series C Preferred Stock convert at a price equal to the Original Issue Price divided by the Conversion Price, as adjusted, which is initially $0.50 per share. The shares of Series C Preferred Stock do not expire. The Warrants vest 33% immediately and 33% on each of the 1st and 2nd anniversaries of the date of grant. Each tranche of vested Warrants expire five years from the date of vesting. The shares of Series C Preferred Stock and Warants were issued in connection with the conversion of a promissory note in the principal amount of $300,000, plus accrued interest. By Marshall S. Geller, By Mitchell C. Littman, by power of attorney 2010-07-14