Exhibit 10.2


 


May 20, 2016


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, NY 10004


Attn: Steven Nelson


 


Re: Transfer of Ordinary Shares
of CB Pharma Acquisition Corp.


 


Dear Mr. Nelson:


 


Pursuant to that certain Share Escrow Agreement
(the “Escrow Agreement”) dated December 12, 2014 by and among CB Pharma Acquisition Corp. (the “Company”),
Continental Stock Transfer & Trust Company (the “Escrow Agent”), Fortress Biotech, Inc. (formerly Coronado
Biosciences, Inc.), Adam J. Chill, Arthur A. Kornbluth and Neil Herskowitz (collectively, the “Initial Shareholders”),
the Escrow Agent is currently holding in escrow the ordinary shares of the Company owned by each of the Initial Shareholders in
the amounts identified in Schedule A (the “Escrow Shares”).


 


The
Initial Shareholders have executed an agreement (the “Transfer Agreement”) of even date herewith pursuant
to which they have transferred each Initial Shareholders’ Escrow Shares in the amounts identified in Schedule A
in a private transaction to EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing
Plan and  Barry Rodgers (collectively the “Investors”), for aggregate consideration of $1.00. The Escrow
Shares will remain in escrow with you pursuant to the terms of the Escrow Agreement, but will be transferred to the name of
the Investors. As Escrow Agent, you acknowledge and agree not to enter into any control or other agreement relating to,
or deliver possession of, the Escrow Shares to any third party, other than the Investors, that could create or perfect
a security interest in the Escrow Shares.


 


Further, in connection with our agreement
to transfer the Escrow Shares to the Investors, we are attaching executed instruments of transfer with respect to the Escrow Shares.
Please kindly effect the transfer of the Escrow Shares to the Investors. The Investors are agreeing to be bound by the terms and
conditions of the Escrow Agreement and will deliver the appropriate instruments of transfer to the Escrow Agent.


 


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left blank; signature page to follow.]


 




     


     


    

 


This letter shall serve as irrevocable instructions
from the Initial Shareholders to you as the Escrow Agent with respect to the transfer of the Escrow Shares and may not be altered
by any of us in the future, except upon termination of the Transfer Agreement in accordance with its terms


 


	 	Very truly yours,
	 	 
	 	INITIAL SHAREHOLDERS:
	 	 
	 	/s/ Lindsay A. Rosenwald
	 	Fortress Biotech, Inc.
	 	 
	 	/s/ Adam J. Chill
	 	Adam J. Chill
	 	 
	 	/s/ Arthur A. Kornbluth
	 	Arthur A. Kornbluth
	 	 
	 	/s/ Neil Herskowitz
	 	Neil Herskowitz


 


The undersigned acknowledge and consent
to the foregoing terms.


 


THE COMPANY:


 


CB PHARMA ACQUISITION CORP.


 


	By:	/s/ Lindsay A. Rosenwald	 
	 	Name:	Lindsay A. Rosenwald	 
	 	Title:	CEO	 


 


ESCROW AGENT:


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


	By:	/s/ Robert McMonagle	 
	 	Name:	Robert McMonagle	 
	 	Title:	Vice President	 


 


[Signature Page - Transfer Shares Release
Letter]


 




     


     


    

 


Schedule A


 


	Name of Shareholder	 	Escrow Shares being
 Transferred	 	 	Transferee
	 	 	 	 	 	 
	Fortress Biotech, Inc.	 	 	520,000	 	 	EJF Opportunities, LLC
	 	 	 	 	 	 	 
	Fortress Biotech, Inc.	 	 	260,000	 	 	Stephen B. Pudles
	 	 	 	 	 	 	 
	Fortress Biotech, Inc.	 	 	130,000	 	 	Jose M. Aldeanueva
	 	 	 	 	 	 	 
	Fortress Biotech, Inc.	 	 	110,000	 	 	Jeffrey J. Gutovich Profit Sharing Plan
	 	 	 	 	 	 	 
	Adam J. Chill	 	 	10,000	 	 	Jeffrey J. Gutovich Profit Sharing Plan
	 	 	 	 	 	 	 
	Arthur A. Kornbluth	 	 	10,000	 	 	Jeffrey J. Gutovich Profit Sharing Plan
	 	 	 	 	 	 	 
	Neil Herskowitz	 	 	10,000	 	 	Barry Rodgers