0001437749-09-000378 Sample Contracts

AMENDMENT NO. 1 TO FOREBEARANCE AGREEMENT
Forebearance Agreement • April 10th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

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 “).

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FORBEARANCE AGREEMENT
Forbearance Agreement • April 10th, 2009 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • New York

This Forbearance Agreement (this “Agreement”) is made and entered into this 6th day of April 2009, by and between NATIONAL HOLDINGS CORPORATION, a Delaware corporation (the “Borrower”) and ST. CLOUD CAPITAL PARTNERS II, L.P. (the “Lender“).

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