Re: March 31, 2008 $3,000,000 Financing
April
16,
2008
National
Holdings Corporation
000
Xxxxxxxx, 00xx
Xxxxx
New
York,
NY 10271
Attn:
Xxxx Xxxxxxxxxx, CEO
Re: |
March
31, 2008 $3,000,000
Financing
|
Dear
Xx.
Xxxxxxxxxx:
Reference
is made to that certain Securities Purchase Agreement, dated as of March 31,
2008 (the “Agreement”), by and between St. Cloud Capital Partners II, L.P. (“St.
Cloud”) and National Holdings Corporation (the “Company”) and that certain 10%
Senior Subordinated Convertible Promissory Note of the Company, dated March
31,
2008, payable to the order of St. Cloud (the “Note”). Terms not defined herein
shall have the meanings ascribe them in the Agreement or the Note. The
undersigned agree as follows:
1.
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The
definition of “Other Senior Debt” as set forth in the Agreement and the
Note shall be $2,000,000 of other senior indebtedness.
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2.
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It
is contemplated that up to $2,000,000 of debt financing will be obtained
by vFinance, Inc. (the “vFinance Financing”) prior to the consummation of
the proposed merger of vFinance, Inc. with and into vFin Acquisition
Corporation, the Company’s wholly-owned subsidiary. The foregoing debt
shall be assumed by the Company in connection with the merger and
shall
rank pari passu with the Company indebtedness owed to St.
Cloud.
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3.
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In
the event that the vFinance Financing includes provisions that are
more
advantageous to the holders of such debt than those currently held
by St.
Cloud as set forth in the Note, including, but not limited to, a
higher
rate of interest, more advantageous conversion, redemption or exercise
prices, higher pre-payment penalties, or the granting of a security
interest in the Company or its subsidiaries, then the Company shall
amend
and conform the Note to include such advantageous
provisions.
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ST. CLOUD CAPITAL PARTNERS II, L.P. | ||
By:
SGCP II, LLC Its: General
Partner |
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By: | /S/ XXXXXXXX XXX | |
Xxxxxxxx
Xxx
Managing
Member
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ACCEPTED
AND AGREED:
NATIONAL
HOLDINGS CORPORATION
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By: | /S/ XXXX XXXXXXXXXX | |||
Xxxx
Xxxxxxxxxx, Chief Executive Officer
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