AMENDMENT NO. 1 TO FOREBEARANCE AGREEMENT
Exhibit
10.26
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,
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby. Except as amended hereby, all terms and
provisions of the Agreement shall continue unmodified and remain in full force
and effect. Capitalized terms used herein not otherwise defined
having the meanings ascribed to them in the Agreement.
2. Amendment. Section
3 of the Agreement is hereby amended to provided that all principal due Lender
under the Note shall be repaid by the Company no later than the close of
business on April 13, 2009; provided, however, that in
the event that the Company shall have obtained $500,000 in financing with an
unrelated third party on or prior to April 13, 2009, the term of this
forbearance shall automatically, without any further action of any of the
parties hereto, be extended until the close of business on April 30,
2009.
3. Counterparts. This
Amendment may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.
4. Governing
Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first above written.
NATIONAL HOLDINGS
CORPORATION
By: /S/ XXXX
XXXXXXXXXX
Xxxx
Xxxxxxxxxx, CEO
ST. CLOUD CAPITAL PARTNERS,
L.P.
By: SGCP, LLC
Its:
General Partner
By: /S/ XXXXXXXX X.
XXXXXX
Xxxxxxxx
X. Xxxxxx
Managing
Member
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