FORM OF SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • 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”).
FORM OF VOTING AGREEMENTVoting Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • 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, 2016Merger Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • 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 AGREEMENTStockholder Rights Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • 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”).
