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AMENDMENT NO. 1 TO
FOREBEARANCE
AGREEMENT
THIS AMENDMENT
NO. 1, dated as of April 6, 2009 (this “Amendment”) to
that certain forbearance agreement, dated February 24, 2009 (the
“Agreement”), by and between NATIONAL HOLDINGS
CORPORATION , a Delaware corporation (the
“Company”), and ST. CLOUD CAPITAL PARTNERS, L.P.
(the “Lender “).
W I T N E S S E T
H
WHEREAS, as of
the date hereof there is currently a principal amount of $50,000
due the Lender under the Agreement; and
WHEREAS, the Company and the Lender wish to
amend the Agreement on the terms set forth herein.
NOW, THEREFORE, the parties hereto, in
consideration of the mutual promises herein contained and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, hereby agree to amend the Agreement
as follows:
1.
Definitions; References; Continuation of Agreement
. Unless otherwise specified herein, each term used
herein that is defined in the Agreement shall have the meaning
assigned to such term in the Agreement. Each reference
to “hereof,” “hereto,”
“hereunder,” “herein” and
“hereby” and each other similar reference, and each
reference to “this Agreement” and each other similar
reference,
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