0000950123-11-083652 Sample Contracts

FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • September 9th, 2011 • Homeland Security Capital CORP • General bldg contractors - residential bldgs

THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT (hereinafter, this “Amendment”) dated as of September 7, 2011 is by and among YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital Partners, LP (the “Lender”), a Cayman Islands exempt limited partnership with an office located at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302, HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”) with its principal office located at 4601 Fairfax Road, Suite 1200, Arlington, VA 22203, NTG MANAGEMENT CORP. (formerly known as Nexus Technologies Group, Inc.) a Delaware corporation (“Nexus”), with its principal office located at 7 West Cross Street, Hawthorne, NY 10532 and FIDUCIA HOLDINGS LLC, a Delaware limited liability company (“Fiducia”) with its principal office located at 4601 Fairfax Road, Suite 1200, Arlington, VA 22203. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Forbearance Agreement (as defined

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