ex4-7.htm


     

    
      Exhibit
4.7

       

      THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION
SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”).  THESE SECURITIES MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE
COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT IS AVAILABLE.

       

      NATIONAL
HOLDINGS CORPORATION

       

      LIMITED
RECOURSE CONVERTIBLE PROMISSORY NOTE

      
      

       

      
        
          	      
                  $500,000.00
                          
                    (Principal
      Amount)

                  

                	
                   April 8,
      2009

                


        

      

       

      NATIONAL HOLDINGS CORPORATION,
a Delaware corporation (the “Company”), for value
received, hereby promises to pay to the order of  FUND.COM INC., a Delaware
corporation (the “Holder”), on April
30, 2009 (the “Maturity Date”), the
principal sum of Five Hundred Thousand Dollars (US $500,000), with no interest
accruing or payable thereon.

       

      This Note
is being issued by the Company pursuant to the terms of that certain Securities
Purchase Agreement by and between the Company and the Holder, dated April 7,
2009 (the “Securities
Purchase Agreement”).  Capitalized terms used herein not
otherwise defined shall have the meanings ascribed to them in the Securities
Purchase Agreement.

       

      1.           Limited
Recourse.   Except as otherwise expressly
provided herein, (a) the obligations of the Company under this Note shall be
limited solely to the conversion of this Note into shares of Common Stock or
Series C Preferred Stock, as the case may be, and (b) the Company shall not be
liable or have any personal liability in any other respect for the payment of
any amount under this Note.

       

      2.           Conversion
into Series C Preferred Stock.

       

      2.1          Conversion into Series C
Preferred Stock.   The entire unpaid principal amount of
this Note shall automatically
be converted into five hundred (500) shares of Series C Preferred Stock with no
further action required by either the Company or the Holder, in the event that
on or before 5:00 PM, New York Time, on the Maturity Date, the Holder shall pay
the Five Million Dollar (US $5,000,000) Purchase Price in accordance with the
provisions of  Section 3.2(c) of the
Securities Purchase Agreement, as a result of all of the conditions to closing
of the transactions contemplated by the Securities Purchase Agreement required
to be met or performed by both the Company and the Holder (including the
execution, delivery and filing of all Transaction Documents and other documents,
waivers and instruments required to be executed, delivered or filed in
connection with the transactions contemplated by the Securities Purchase
Agreement) having been met or performed by the Maturity Date by the Company and
the Holder, respectively, or otherwise waived by the applicable party (the
“SPA
Closing”).

       

      
        
           

        

        
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      2.2          
Effect of
Conversion.  Upon conversion of this Note in the manner
provided by this Section 2, this Note shall be deemed fully satisfied and
cancelled.

       

      2.3           Payment of Purchase
Price.   Upon payment of the Purchase Price and
consummation of the SPA Closing, the Purchase Price for all 5,000 shares of
Series C Preferred Stock shall be deemed to have been paid in full.

       

      3.           SPA
Closing; Extension Period and Election of Remedies.

       

      3.1           Extension
Period.  In the event that for any reason by the Maturity
Date:

       

      (a)           all
of the conditions to closing of the transactions contemplated by the Securities
Purchase Agreement required to be met or performed by the Holder (including the
execution, delivery and filing of all Transaction Documents and other documents,
waivers and instruments required to be executed, delivered or filed in
connection with the transactions contemplated by the Securities Purchase
Agreement) shall have been met or performed by the Holder by the Maturity Date;
and

       

      (b)           all
of the conditions to closing of the transactions contemplated by the Securities
Purchase Agreement required to be met or performed by the Company (including the
execution, delivery and filing of all Transaction Documents and other documents,
waivers and instruments required to be executed, delivered or filed in
connection with the transactions contemplated by the Securities Purchase
Agreement) shall not have
been met or performed by the Company by the Maturity Date, and, as a result, the
SPA Closing shall not have occurred,

       

      then, and
in such event, the Company shall have a period not to exceed fifteen (15) days
following the Maturity Date (the “Extension Period”) to
meet or perform such closing condition(s).  In the event that the
Company shall meet or perform such closing condition(s) by the expiration of the
Extension Period (or the same shall be waived in writing by the Holder), the SPA
Closing shall occur and the Purchase Price shall be paid by the Holder at such
SPA Closing.  In the event that the Holder shall fail or refuse to pay
the Purchase Price at the SPA Closing, the provisions of Section 4 of this
Note shall be applicable.

       

      3.2           Remedy Period and Election
of Remedies.    In the event that the provisions of
Section  3.1
above shall be applicable, but the SPA Closing shall not have occurred by the
expiration of the Extension Period as a result of the Company’s failure or
refusal to meet or perform all closing conditions on its part to be performed,
then at any time on or before the expiration of the fifteen (15) day period
immediately following the expiration of the Extension Period (the “Remedy
Period”),  the Holder may elect one of the two remedies set
forth in this Section
3.2.

       

      (a)           If
the condition(s) to be performed or fulfilled by the Company is within the power
of the Company to perform or fulfill, the Holder may, at its option by written
notice to the Company given before the expiration of the Remedy Period (the
“Remedy Election
Notice”), elect either to (i) seek specific performance of the Company's
obligations under the Securities Purchase Agreement, or (ii) terminate the
Securities Purchase Agreement; in which event the Company shall then be
immediately obligated to repay the entire $500,000 principal amount of this
Note, plus interest at the rate of 6% per annum (calculated from the date of
this Note to the date of the repayment); provided,
that as a condition to the Holder’s seeking specific performance of the
Securities Purchase Agreement, the Purchase Price shall be deposited and
maintained in the attorneys’ escrow account or client trust account of Hodgson
Russ LLP, counsel to Amalphis Group Inc. and Global Asset Fund
Limited.

       

      
        
           

        

        
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      (b)         
If the condition(s) to be performed or fulfilled by the Company is not within
the power of the Company to perform or fulfill (such as the institution by a
third party of a material litigation against the Company or a Significant
Subsidiary), the Holder may, at its option pursuant to a Remedy Election Notice
given before the expiration of the Remedy Period, elect either to (i) waive the
condition(s) and consummate the transactions contemplated by the Securities
Purchase Agreement such that the SPA Closing occurs, or (ii) terminate the
Securities Purchase Agreement, in which event the Company shall then be
immediately obligated to repay the entire $500,000 principal amount of this
Note, plus interest at the rate of 6% per annum (calculated from the date of
this Note to the date of the repayment).

       

      3.3           Failure to Give Remedy
Election Notice.   In the event that the Holder does not
timely give such Remedy Election Notice to the Company, the same shall be deemed
to be an election to terminate the Securities Purchase Agreement.

       

      4.           Conversion
into Common Stock.

       

      4.1           Conversion into Common
Stock.   In the event that on or before 5:00 PM, New York
Time, on the Maturity Date, the Holder shall fail to pay the Five Million Dollar
($5,000,000) Purchase Price in the manner contemplated by Section 3.2(c) of the
Securities Purchase Agreement, subject only to the provisions of Section 3 above, the
entire unpaid $500,000 principal amount of this Note shall automatically
convert into Six Hundred and Sixty Six Thousand Six Hundred and Sixty Six
(666,666) shares of Common Stock, with no further action required by either the
Company or the Holder.

       

      4.2           Effect of
Conversion.  Upon conversion of this Note in the manner
provided by this Section 4, this Note shall be deemed fully satisfied and
cancelled.

       

      5.           Miscellaneous
Provisions.

       

      5.1           Prepayment.  The
Company shall have no right to prepay this Note prior to the Maturity
Date.

       

      5.2           Benefits.  This
Note shall be binding upon the Company and its successors and
assigns.  This Note may not be assigned by the Holder.

       

      5.3           Notices.  All
communications provided for herein or with reference to this Note shall be made
in the manner set forth in its Securities Purchase Agreement.

       

      5.4           Entire
Agreement.  This Note, together with the Securities Purchase
Agreement, sets forth the entire agreement between the Company and the Holder
with respect to the subject matter contained herein.  If there is a
conflict between the provisions in this Note and the provisions of the
Securities Purchase Agreement, the provisions of this Note shall
govern.

       

      
        
           

        

        
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      5.5           Severable.  If
any term or provision of this Note shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of all other terms and
provisions hereof shall in no way be affected thereby.

       

      5.6           Amendment.  This
Note may not be changed, modified or amended except by an agreement in writing
signed by the Company and the Holder.

       

      5.7           Governing
Law.  This Note shall be deemed to be a contract made under,
and to be construed in accordance with, the laws of the State of New York,
without giving effect to conflicts of law.

       

      5.8           Jurisdiction of Disputes;
Waiver of Jury Trial.  In the event of any claim under this
Note with respect to any matters described or contemplated herein, the Holder
and the Company irrevocably submits to the exclusive jurisdiction of the courts
of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby.  Service of
process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for
the giving of notices under this Note.  Each of the parties hereto
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court.  Each
party hereto irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

       

      5.9           Section
Headings.  The descriptive section headings herein have been
inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction of any provisions hereof.

       

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      IN WITNESS WHEREOF, the
Company has caused this Note to be signed in its corporate name by its Chief
Executive Officer and dated the day and year first above written.

       

      NATIONAL
HOLDINGS CORPORATION

       

       

      By: /S/ MARK
GOLDWASSER

         
   Mark Goldwasser, CEO

       

       

       

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