AMENDMENT NO. 4 TO
FOREBEARANCE AND WARRANT MODIFICATION AGREEMENT
THIS AMENDMENT NO. 4, dated as of June 4, 2010 (this “Amendment”), to that certain forbearance
and waiver modification agreement, dated February 25, 2009, as amended by that certain Amendment No.1 to
forbearance and waiver modification agreement, dated May 6, 2009, that certain Amendment No. 2 to
forbearance and waiver modification agreement, dated May 14, 2009 and that certain Amendment No. 2 to
forbearance and waiver modification agreement, dated May 29, 2009 (collectively, the “Agreement”), by and
between NATIONAL HOLDINGS CORPORATION , a Delaware corporation (the “Company”), and
CHRISTOPHER C. DEWEY (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 $500,000 due the Lender; 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 here