0001437749-16-030136 Sample Contracts

FORM OF VOTING AGREEMENT

Form of Voting Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware

• Contract Type
  Form of Voting Agreement
• Filed
  April 28th, 2016
• Company
  National Holdings Corp
• Industry
  Security & commodity brokers, dealers, exchanges & services
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2016, is by and among Fortress Biotech, Inc., a Delaware corporation (“Parent”), FBIO Acquisition, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), the Person listed as a “Stockholder” on the signature page hereto (the “Stockholder”), and solely for the limited purposes set forth in Section 8(b), [____________], a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER By and Among NATIONAL HOLDINGS CORPORATION, FORTRESS BIOTECH, INC. and FBIO ACQUISITION, INC. Dated as of April 27, 2016

Agreement and Plan of Merger • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 28th, 2016
• Company
  National Holdings Corp
• Industry
  Security & commodity brokers, dealers, exchanges & services
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 27, 2016, is by and among National Holdings Corporation, a Delaware corporation (the “Company”), Fortress Biotech, Inc., a Delaware corporation (“Parent”), and FBIO Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”).

STOCKHOLDER RIGHTS AGREEMENT

Stockholder Rights Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware

• Contract Type
  Stockholder Rights Agreement
• Filed
  April 28th, 2016
• Company
  National Holdings Corp
• Industry
  Security & commodity brokers, dealers, exchanges & services
• Jurisdiction
  Delaware

This STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is made as of April 27, 2016 by and between National Holdings Corporation, a Delaware corporation (the “Company”), and FBIO Acquisition, Inc. (the “Major Stockholder”).

FORM OF SUPPORT AND VOTING AGREEMENT

Form of Support and Voting Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware

• Contract Type
  Form of Support and Voting Agreement
• Filed
  April 28th, 2016
• Company
  National Holdings Corp
• Industry
  Security & commodity brokers, dealers, exchanges & services
• Jurisdiction
  Delaware

This SUPPORT AND VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2016, is by and among Fortress Biotech, Inc., a Delaware corporation (“Parent”), FBIO Acquisition, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), the Person listed as a “Stockholder” on the signature page hereto (the “Stockholder”), and solely for the limited purposes set forth in Section 10(b), [____________], a Delaware corporation (the “Company”).