THIS
WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD
PURSUANT TO RULE 144 OF THE ACT.
  No.
      123
              September
      9, 2009
 
 NATIONAL
HOLDINGS CORPORATION
 COMMON
STOCK PURCHASE WARRANT
 
 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.
 
 1.           Term.
 
 (a)           Commencement of
Exercisability.  Subject to the vesting provisions described
above and Section 4 below, the Warrant is exercisable, in whole or in part, at
any time and from time to time from the date hereof through the Expiration Date
(as defined in Section 1(b) below).
  (b)           Termination and
Expiration.  If not earlier exercised, the Warrant shall expire
on the fifth (5th)
anniversary of the date hereof (the “Expiration Date”), subject to Section 4
below.
 
 2.           Method of Exercise; Payment;
Issuance of New Warrant.  Subject to Section 1 hereof, exercise
of this Warrant shall be made, in whole or in part, by the surrender of this
Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company and by the payment to the
Company of an amount equal to the Exercise Price multiplied by the number of
Warrant Shares being purchased, which amount may be paid in cash or by
check.  In the event of any exercise of the rights represented by this
Warrant, certificates for the Warrant Shares so purchased shall be delivered to
the Holder hereof within a reasonable time and, unless this Warrant has been
fully exercised or expired, a new Warrant representing that portion of the
Warrant Shares, if any, with respect to which this Warrant shall not then have
been exercised, shall also be issued to the Holder within such reasonable
time.
  1
 
 3.           Stock Fully Paid;
Reservation of Warrant Shares.  All of the Warrant Shares
issuable upon the exercise of the rights represented by this Warrant will, upon
issuance and receipt of the Exercise Price therefor, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.  During the period within which the rights represented
by this Warrant may be exercised, the Company shall at all times have authorized
and reserved for issuance a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.
 
 4.           Adjustment of Exercise Price
and Number of Shares of Warrant Shares.  Subject to the
provisions of Section 2 hereof, the number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price therefor
shall be subject to adjustment, from time to time, upon the occurrence of
certain events, as follows:
 
 (a)           In
the event the Company shall at any time following the date hereof subdivide the
outstanding shares of Common Stock, or shall issue a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such subdivision or to the
issuance of such stock dividend shall be proportionately increased, and the
Exercise Price shall be proportionately decreased; and in the event the Company
shall at any time following the date hereof combine the outstanding shares of
Common Stock, the number of shares of Common Stock issuable upon exercise of
this Warrant immediately prior to such combination shall be proportionately
decreased, and the Exercise Price shall be proportionately increased, effective
at the close of business on the date of such subdivision, stock dividend or
combination, as the case may be.
 
 (b)           If
the Company is, following the date hereof, recapitalized through the subdivision
or combination of its outstanding shares of Common Stock into a larger or
smaller number of shares, the number of shares of Common Stock for which this
Warrant may be exercised shall be increased or reduced in the same proportion as
the increase or decrease in the outstanding shares of Common Stock and the then
applicable Exercise Price shall be adjusted by multiplying by a fraction with a
numerator equal to the number of shares of Common Stock purchasable upon
exercise hereof immediately prior to such subdivision or combination and the
denominator of which shall be the number of shares of Common Stock purchasable
immediately following such subdivision or combination.
 
 (c)           Subject
to Section 1 hereof, in the event of any consolidation or merger of the
Company with another entity in a bona fide transaction (i.e., not a mere
recapitalization, reincorporation for the purpose of changing corporate
domicile, or similar transaction), at any time prior to the Expiration Date, the
Holder shall have the right upon exercise of this Warrant, to receive the same
kind and number of Warrant Shares and other securities, cash or other property
as would have been distributed to the Holder had the Holder exercised this
Warrant immediately prior to such  consolidation or merger.
Notwithstanding the foregoing, in the event that the per share consideration
price paid in the bona
fide transaction  is lower than the then effective Exercise
Price, this Warrant shall expire without value upon consummation of the bona fide
transaction.
  2
 
 5.           Fractional
Shares.  No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu thereof, the Company shall
make a cash payment therefor upon the basis of the Exercise Price then in
effect.
 
 6.           Transfer, Assignment or Loss
of Warrant and Warrant Shares.
 
 (a)           This
Warrant and the Warrant Shares to be issued or issuable upon exercise of this
Warrant, may not be assigned or transferred except as provided in this
Section 6 and in accordance with and subject to the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder (said Act and such Rules and Regulations being hereinafter
collectively referred to as the “Act”).  Upon exercise of this
Warrant, the holder hereof shall confirm in writing, in the form of Exhibit B, that the
shares of Common Stock so purchased are being acquired for investment and not
with a view toward distribution or resale.  Any purported transfer
or assignment made other than in accordance with this Section 6 shall
be null and void and of no force and effect.
 
 (b)           Any
assignment permitted hereunder shall be made by surrender of this Warrant to the
Company at its principal office with the Assignment Form attached hereto as
Exhibit C
duly executed.  In such event the Company shall, upon payment by the
Holder of any issuance or transfer tax incurred or to be incurred by the Company
with respect to such transfer, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled.  This Warrant may be divided or combined with
other warrants which carry the same rights upon presentation thereof at the
principal office of the Company together with a written notice signed by the
Holder thereof, specifying the names and denominations in which new warrants are
to be issued.  Upon any partial transfer, the Company will sign, issue
and deliver to the Holder a new Warrant with respect to any portion not so
transferred.
 
 (c)           Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant (provided that an affidavit of the
Holder shall be satisfactory for such purpose), and of indemnity satisfactory to
it (provided that if the Holder is the original Holder of this Warrant, its own
indemnification agreement shall under all circumstances be satisfactory, and no
bond shall be required), and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of like tenor and
date and any such lost, stolen, or destroyed Warrant shall thereupon become
void.
 
 (d)           In
order to ensure compliance with the restrictions referred to herein, the Company
may issue appropriate “stop transfer” instructions to its transfer
agent.
 
 (e)           The
Company shall not be required (i) to transfer on its books the Warrant or any
Warrant Shares that have been sold or otherwise transferred in violation of any
of the provisions of this Warrant or (ii) to treat as owner of such Warrant
Shares or to accord the right to vote or pay dividends to an purchaser or other
transferee to whom such Warrant Shares shall have been so
transferred.
  3
 
 7.           Representations and
Covenants of the Holder.  The Holder represents that this
Warrant and any Warrant Shares issued or issuable upon exercise of this Warrant,
will be acquired for investment for its own account, not as a nominee or agent,
and not with a view to the sale or distribution of any part thereof, and that it
has no present intention of selling, granting any participation in or otherwise
distributing the same. Such Holder understands and acknowledges that the
offering of this Warrant, and any issuance of Common Stock on exercise thereof,
will not be registered under the Securities Act on the ground that the sale
provided for in this Agreement and the issuance of securities hereunder is
exempt from registration pursuant to Section 4(2) of the Act, and that the
Company’s reliance on such exemption is predicated on the Holder’s
representations set forth herein.  Such Holder represents that it is
experienced in evaluating companies such as the Company, is able to fend for
itself in investments such as this one, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of its prospective investment in the Company.
 
 8.           Rights of
Stockholders.  No holder of this Warrant shall be entitled, as
a Warrant holder, to vote or receive dividends or be deemed the holder of Common
Stock or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Warrant shall have been exercised and
the Warrant Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein.
 
 9.           Notices, Etc. All
notices and other communications from the Company to the Holder shall be mailed
by first class registered or certified mail, postage prepaid, at such address as
may have been furnished to the Company in writing by the Holder.
 
 11.         Governing Law,
Headings.  This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of New
York.  The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms
hereof.
   NATIONAL
HOLDINGS CORPORATION
 
 
 By:/S/ MARK
GOLDWASSER
 Name:
Mark Goldwasser
 Title:
Chief Executive Officer
  4
 
 EXHIBIT
A
 
 NOTICE OF
EXERCISE
 
 TO:           NATIONAL
HOLDINGS CORPORATION
 
 (i) The
undersigned hereby elects to purchase ___________ shares of Common Stock
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such Common Stock in full.
 
 (ii) Please
issue a certificate or certificates representing said Common Stock in the name
of the undersigned or in such other name as is specified below:
 
 Name:
 
 Address:
 
 Social Security of Federal
I.D. No.:
 
 (iii)           The
undersigned hereby represents and warrants that the aforesaid shares of Common
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or, for resale in connection with the distribution thereof,
and that the undersigned has no present intention of distributing or reselling
such shares.
 
 By:
 
 Name:
 
 Title:
 
 Date:
  5
  EXHIBIT
B
 
 INVESTMENT
REPRESENTATION STATEMENT
 PURCHASER:
  COMPANY:           NATIONAL
HOLDINGS CORPORATION
  SECURITY:            COMMON
STOCK
 
 AMOUNT:
 
 DATE:
 
 In
connection with the purchase of the above-listed securities (the “Securities”),
I, the Purchaser, represent to the Company the following:
 
 (a)           I
am aware of the Company’s business affairs and financial condition, and have
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  I am purchasing
these Securities for my own account for investment purposes only and not with a
view to, or for the resale in connection with, any “distribution” thereof for
purposes of the Securities Act of 1933 (the “Securities Act”).
 
 (b)           I
understand that the Securities have not been registered under the Securities Act
in reliance upon a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of my investment intent as expressed
herein.  In this connection, I understand that, in the view of the
Securities and Exchange Commission (the “SEC”), the statutory basis for such
exemption may be unavailable if my representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, or for or until an increase
or decrease in the market price of the Securities.
 
 (c)           I
further understand that the Securities must be held for at least six (6) months
under Rule 144 promulgated under the Securities Act, unless subsequently
registered under the Securities Act or unless an exemption from registration is
otherwise available.  Moreover, I understand that the Company is under
no obligation to register the Securities.  In addition, I understand
that the certificate evidencing the Securities will be imprinted with a legend
which prohibits the transfer of the Securities unless they are registered or
such registration is not required in the opinion of counsel for the
Company.
 
 (d)           I
am aware of the provisions of Rule 144, promulgated under the Securities Act,
which, in substance, permits limited public resale of “restricted securities”
acquired, directly or indirectly, from the issuer thereof (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of certain
conditions.
  6
 
 (e)           I
am aware that the Securities involve a high degree of risk and that I may suffer
a total loss of my investment.  I have been provided with the
Company’s periodic reports filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the “34 Act Filings”),
including the Company’s most recently filed Annual Report on Form 10-K,
Quarterly Report on Form 10-Q and Proxy Statement on Schedule 14A .  I
have read the information in such reports, including the information under the
caption “Risk Factors” contained in the Company’s 34 Act Filings.
 
 (f)        
   I further understand that in the event all of the requirements
of Rule 144 are not satisfied, registration under the Securities Act, compliance
with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the
SEC has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.
 
  _______________________________
 Name
of Purchaser
 
 _______________________________
 Signature
of Authorized Signatory
 
 _______________________________
 Print
Name and Title
 
 _______________________________
 Date
  7
  EXHIBIT
C
 
 ASSIGNMENT
FORM
 
 FOR VALUE
RECEIVED, ________________________________________________________ hereby sells,
assigns and transfers unto
______________________________________________________ (Name and Address) the
right to purchase Warrant Shares represented by this Warrant to the extent of
___________ shares and does hereby irrevocably constitute and appoint
____________________________ __________________, attorney, to transfer the same
on the books of the Company with full power of substitution in the
premises.
 
 
 Dated:,
  By:
  Name:
  Title:
 
 
 
 8