April 30, 2020

Exhibit 2

April 30, 2020

X. Xxxxx Financial, Inc.

00000 Xxxxxxx Xxxx.

Xxxxx 000

Xxxxxxxx Xxxxx, XX 00000

Attention: Xxxxxx Xxxxx

Re: Agreement dated as of November 14, 2018 (the “Agreement”), by and among X. Xxxxx Financial, Inc. (“X. Xxxxx”) and National Holdings Corp. (“National”)

Ladies and Gentlemen:

X. Xxxxx has requested National’s consent to waive the provisions of the Standstill paragraph of the Agreement to permit X. Xxxxx to submit a written proposal (the “Proposal”) to the National Board of Directors (the “Board”) relating to a proposed transaction (the “Waiver Request”).

National hereby grants the Waiver Request on the following terms and conditions:

1. X. Xxxxx shall be permitted to deliver the Proposal to the members of the Board via confidential email. X. Xxxxx shall not take any other action that would otherwise be prohibited under the Agreement.

2. Except for the Form 13D/A in the form previously delivered by X. Xxxxx to Xxxxxxx Xxxxxx, CEO of National, X. Xxxxx shall not, and shall cause its affiliates and any persons acting in concert with it to not, make any public announcement or other disclosure regarding the Proposal (or any other proposal involving the Company that would be prohibited under the Agreement) without the prior written consent of National or otherwise take any action that would reasonably be expected to result in an obligation of National to make any public disclosure regarding the Proposal (or any such other proposal).

3. Except as and to the extent expressly set forth above, National’s grant of the Waiver Request shall not constitute a waiver of any of National’s rights under the Agreement, all of which rights are expressly reserved by National.

X. Xxxxx Financial, Inc.

April 30, 2020

Page 2

Please confirm X. Xxxxx’x acceptance of the foregoing terms and conditions by signing this letter in the space indicated below.

	National Holdings Corporation
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Chief Executive Officer

Accepted and agreed to this 30th day of April, 2020.

X. Xxxxx Financial, Inc.

By:	/s/ Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx
Title:	Chairman and Co-Chief Executive Officer