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Amendment No. 1 To Agreement And Plan Of Merger

Agreement and Plan of Merger

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 This Agreement and Plan of Merger involves

FORTRESS BIOTECH, INC. | FBIO Acquisition, Inc | Fortress Biotech, Inc | National Holdings Corporation

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Title: AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Governing Law: Delaware     Date: 8/12/2016
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 2.1

AMENDMENT NO. 1

TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of August 12, 2016 (this “ Amendment ”), 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 ”). Each of the Company, Parent and Acquisition Sub is sometimes referred to herein as a “ Party ” and collectively as the “ Parties .” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated as of April 27, 2016 (the “ Merger Agreement ”); and

WHEREAS, each of the Parties has agreed to amend the Merger Agreement to modify certain provisions thereof, as set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Amendment to Section 2.3 of the Merger Agreement . Section 2.3 of the Merger Agreement is hereby amended and restated in its entirety as follows:

“At the Effective Time, if any, the directors of the Company immediately prior to the Effective Time and the individuals set forth on Schedule 1.3(b)(iv)(B) shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.”

2.     Amendment to Section 6.3(c) of the Merger Agreement . The last sentence of Section 6.3(c) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“The Company shall use its reasonable best efforts to have the Rule 1017 Application(s) approved as promptly as practicable after such filing; provided, however, if, as of the Acceptance Time, Acquisition Sub (together with the shares owned by Opus Point Partners, LLC and its Affiliates) owns less than 25% of all then outstanding Shares and FINRA directs the Company to withdraw its Rule 1017 Application(s), the Company will withdraw the Rule 1017 Application(s).”

3.     Amendment to Section 6.7 of the Merger Agreement . Section 6.7 of the Merger Agreement is hereby amended and restated in its entirety as follows:

6.7    “[Reserved.]”


4.     Amendment to Section 8.3(a) of the Merger Agreement . Section 8.3(a) of the Merger Agreement is hereby amended to replace the date “August 29, 2016” with &


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