Amendment Agreement to Securities Purchase Agreement and Convertible Note between St. Cloud Capital Partners II, L.P. and National Holdings Corporation
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Summary
This agreement, dated April 16, 2008, is between St. Cloud Capital Partners II, L.P. and National Holdings Corporation. It modifies the terms of a previous $3,000,000 financing arrangement, clarifying the definition of senior debt and addressing the treatment of up to $2,000,000 in new debt financing related to a merger with vFinance, Inc. The agreement ensures that if the new debt has more favorable terms than those given to St. Cloud, the original note will be amended to match those terms.
EX-10.33 9 v110478_ex10-33.htm Unassociated Document
April 16, 2008
National Holdings Corporation
120 Broadway, 27th Floor
New York, NY 10271
Attn: Mark Goldwasser, CEO
| Re: | March 31, 2008 $3,000,000 Financing |
Dear Mr. Goldwasser:
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. | The definition of “Other Senior Debt” as set forth in the Agreement and the Note shall be $2,000,000 of other senior indebtedness. |
| 2. | 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. |
| 3. | 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. |
| ST. CLOUD CAPITAL PARTNERS II, L.P. | ||
| By: SGCP II, LLC Its: General Partner | ||
| | | |
| By: | /S/ BENJAMIN HOM | |
| Benjamin Hom Managing Member | ||
| ACCEPTED AND AGREED: NATIONAL HOLDINGS CORPORATION | ||||
| By: | /S/ MARK GOLDWASSER | |||
| Mark Goldwasser, Chief Executive Officer | ||||
