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Published on 2/23/2007 in the Prospect News PIPE Daily.

New Issue: National Holdings concludes $1 million private placement

By Sheri Kasprzak

New York, Feb. 23 - National Holdings Corp. wrapped a private placement of promissory notes with warrants for $1 million.

The 10% notes are due in two years and are not convertible.

The investors - Christopher C. Dewey and St. Cloud Capital Partners, LP - received warrants for 250,000 shares, exercisable at $1.40 each for five years.

New York-based National Holdings is a holding company for National Securities Corp., National Insurance Corp. and National Holdings Mortgage Corp.

Issuer:National Holdings Corp.
Issue:Promissory notes
Amount:$1 million
Maturity:Two years
Coupon:10%
Price:Par
Yield:10%
Warrants:For 250,000 shares
Warrant expiration:Five years
Warrant strike price:$1.40
Investors:Christopher C. Dewey and St. Cloud Capital Partners, LP
Settlement date:Feb. 22
Stock symbol:OTCBB: NHLD
Stock price:$1.60 at close Feb. 22
Stock price:$1.41 at close Feb. 23

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