National Holdings – AGREEMENT AND PLAN OF MERGER by and Among NATIONAL HOLDINGS CORPORATION, FORTRESS BIOTECH, INC. And FBIO ACQUISITION, INC. Dated as of April 27, 2016 (April 28th, 2016)

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").