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National Holdings Corporation and vFinance, Inc. Announce FINRA Approval, S-4 Registration Statement Declared Effective and Shareholder Meetings Scheduled

Business Wire, May 12, 2008

NEW YORK & BOCA RATON, Fla. -- National Holdings Corporation (OTCBB:NHLD) ("National") and vFinance, Inc. (OTCBB:VFIN) ("vFinance"), full-service investment banking companies, today announced that the approvals by the Financial Industry Regulatory Authority ("FINRA") required as a condition to close their previously announced merger have been received, the Form S-4 Registration Statement filed by National was declared effective by the Securities and Exchange Commission ("SEC") on May 9, 2008 and the vFinance shareholder meeting to approve the merger has been scheduled.

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The approvals by FINRA, which were required in light of the change in control of vFinance through the merger with National, have been obtained. These approvals were a condition to close the previously announced merger.

With the Form S-4 Registration Statement now declared effective, vFinance has scheduled its shareholder meeting to approve the merger for June 13, 2008. National has also scheduled a special meeting of its shareholders for June 12, 2008 to approve an amendment to its charter. The closing of the merger is subject to other usual and customary closing conditions and is anticipated to become effective as of the close of business on June 30, 2008. However, no assurance can be given that the merger will be consummated.

In conjunction with the merger, National will issue shares of common stock in National for all outstanding vFinance common shares (other than shares held by National or vFinance or any shareholder of vFinance who properly exercise dissenters' rights under Delaware law). For each share of vFinance stock owned, the vFinance shareholders will receive 0.14 shares in National representing in the aggregate approximately 40% of National.

"We are extremely pleased with the progress we have made towards closing this transaction," said Leonard Sokolow, Chairman and CEO of vFinance who will become Vice Chairman and President of National upon the merger. "As a result of working closely together since entering into our agreement to merge, we have made significant progress in the operational and planning activities necessary to integrate the strengths of both companies after the merger. Once combined, we will be one of the largest publicly traded financial service firms targeting the middle market with an independent contractor model having approximately 700 registered representatives."

"For the quarter ended December 31, 2007, the two firms generated over $30 million in revenues reflecting an annual run rate in excess of $120 million. Post merger, the combined firms will have more than 50,000 client accounts representing approximately $4.5 billion in assets," said Mark Goldwasser, Chairman and CEO of National. "With 120 retail brokerage locations in the United States, Europe and Latin America, approximately 25 investment bankers and over 30 institutional sales people and traders making markets in excess of 3,500 stocks, we will be positioned to become a formidable middle market firm."

About National Holdings Corporation

National Holdings Corporation is a holding company that operates through its wholly owned subsidiaries, National Securities Corporation, National Asset Management, Inc. and National Insurance Corporation. National Securities conducts a full service national brokerage and investment banking business and is registered with the SEC, and is a member of FINRA and SIPC. National Asset Management is a federally-registered investment advisor. National Insurance provides a full array of fixed insurance products to its clients. For more information about National Holdings Corporation, please visit its website at www.nationalsecurities.com.

About vFinance, Inc.

vFinance, Inc. is a financial services company that specializes in high growth opportunities. vFinance's three principal lines of business are offering full service retail brokerage; providing investment banking, merger, acquisition and advisory services to micro, small and mid-cap high growth companies; and trading securities, including making markets in over 3,500 micro and small-cap stocks and providing liquidity in the United States Treasury marketplace. In addition to vFinance's core business, it offers information services on its website. vFinance Investments, Inc. and EquityStation, Inc., both subsidiaries of vFinance, are broker-dealers registered with the SEC, members of FINRA and SIPC. vFinance Investments is also a member of the National Futures Association. For more information about vFinance, Inc., please visit its website at www.vfinance.com.

Safe Harbor Statements

This release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements include statements regarding the ability of vFinance and National to complete the transaction contemplated by the definitive merger agreement, including the parties' ability to satisfy the conditions set forth in the definitive agreement and the possibility of any termination of the definitive agreement. Information on significant potential risks and uncertainties that may also cause differences includes, but is not limited to, those mentioned by vFinance and National from time to time in its filings with the SEC. The words "may," "will," "believe," "estimate," "expect," "plan," "intend," "project," "anticipate," "could," "would," "should," "seek," "continue," "pursue" and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. vFinance and National undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and, therefore, readers should not place undue reliance on these forward-looking statements.

Business Services Industry

National Holdings Corporation and vFinance, Inc. Announce FINRA Approval, S-4 Registration Statement Declared Effective and Shareholder Meetings Scheduled

Business Wire, May 12, 2008

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