COMMON STOCK PURCHASE WARRANT RAFAEL HOLDINGS, INC.Common Stock Purchase Warrant • October 9th, 2024 • Rafael Holdings, Inc. • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rafael Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class B Common Stock, par value $0.01 per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the so
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2024 • Rafael Holdings, Inc. • Real estate • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August [__], 2024 by and among RAFAEL HOLDINGS, INC., a Delaware corporation (the “Parent”) and CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and the undersigned (the “Holder”). The Parent the Company and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 22nd, 2024 • Rafael Holdings, Inc. • Real estate • Nevada
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of August 21, 2024, by and among: Rafael Holdings, Inc., a Delaware corporation (“Parent”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“First Merger Sub”); Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Parent (“Second Merger Sub”, and together with First Merger Sub, “Merger Subs”); and Cyclo Therapeutics, Inc, a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SUPPORT AGREEMENTSupport Agreement • August 22nd, 2024 • Rafael Holdings, Inc. • Real estate • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of August [ ], 2024, is made and entered into by and among Howard Jonas, and individual (“Holder”), Rafael Holdings, Inc., a Delaware corporation (“Rafael”) and Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
RAFAEL HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AGREEMENTEmployee Restricted Stock Agreement • March 26th, 2018 • Rafael Holdings, Inc. • Real estate • Delaware
This Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the “Effective Date”) under the Rafael Holdings, Inc. 2018 Equity Incentive Plan, as the same may be amended, modified or restated from time to time (the “Plan”), upon the terms and conditions described herein.
RAFAEL HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 26th, 2018 • Rafael Holdings, Inc. • Real estate • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of [INSERT DATE], by and between Rafael Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE] (the “Grantee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between IDT CORPORATION And RAFAEL HOLDINGS, INC. Dated as of March 26, 2018Separation and Distribution Agreement • March 26th, 2018 • Rafael Holdings, Inc. • Real estate • New Jersey
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 26, 2018, by and between IDT Corporation, a Delaware corporation (“IDT”), and Rafael Holdings, Inc., a Delaware corporation (“Rafael”; and together with IDT, the “Parties”, and each individually, a “Party”).
TAX SEPARATION AGREEMENTTax Separation Agreement • March 26th, 2018 • Rafael Holdings, Inc. • Real estate • New Jersey
This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of March 26, 2018, by and between IDT Corporation, a Delaware corporation (“IDT”), and Rafael Holdings, Inc., a Delaware corporation (“Rafael”); and together with IDT, the “Parties, and each individually, a “Party”).
RAFAEL HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 26th, 2018 • Rafael Holdings, Inc. • Real estate • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of [INSERT DATE], by and between Rafael Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE] (the “Grantee”).
THIS IS THE FORM OF TRANSITION SERVICES AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN IDT CORPORATION AND RAFAEL HOLDINGS, INC., TO BE EFFECTIVE UPON CONSUMMATION OF THE SPIN-OFF TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 1st, 2018 • Rafael Holdings, Inc. • Real estate • New Jersey
THIS TRANSITION SERVICES AGREEMENT, dated as of February __, 2018 (this “Agreement”), is entered into by and between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either Rafael or IDT, individually or collectively.
FORM OF ACQUISITION AGREEMENTAcquisition Agreement • June 21st, 2021 • Rafael Holdings, Inc. • Real estate • New York
This Acquisition Agreement (“Agreement”) is made as of June 17, 2021 (the “Effective Date”), by and between Rafael Holdings, Inc., a Delaware corporation (“Buyer”) and each of A. Joseph Stern (“Stern”), an individual residing at [____________] and Aaron Drillick, an individual residing at [____________] (each of Stern and Aaron Drillick (“Drillick”), a “Seller” and, together, the “Sellers”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in that certain Agreement and Plan of Merger, by and among Rafael Holdings, Inc., Pharma, RH Merger I, Inc., a Delaware corporation, and RH Merger II, LLC, a Delaware limited liability company (the “Merger Agreement”).
January 20, 2022 VIA EMAILEmployment Agreement • January 21st, 2022 • Rafael Holdings, Inc. • Real estate
It is our pleasure to offer you continued employment at Rafael Holdings, Inc. (“Rafael” or the “Company”) in accordance with the terms and conditions provided herein. Effective February 1, 2022 (the “Effective Date”), the Employment Agreement between you and the Company dated as of March 7, 2021 (the “Prior Agreement”) shall terminate and be of no further force and effect and shall be superseded and replaced in its entirety by this letter agreement (the “Letter Agreement”), which outlines the terms of your continued employment at the Company as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 11th, 2021 • Rafael Holdings, Inc. • Real estate • New Jersey
This Membership Interest Purchase Agreement (“Agreement”) is made as of December 7, 2020 (the “Effective Date”), by and between Rafael Holdings, Inc., a Delaware corporation (“Buyer”), and Robert Rodriguez, an individual residing at 1530 Rhodeswell Lane Dover FL 33527 (“Seller”).
FORM OF SUPPORT AGREEMENTSupport Agreement • June 21st, 2021 • Rafael Holdings, Inc. • Real estate • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 17, 2021, is made and entered into by and among Rafael Holdings, Inc., a Delaware corporation (“Parent”), Rafael Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the equityholder of the Company party hereto (“Equityholder” and together with other equityholders of the Company, “Equityholders”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2021 • Rafael Holdings, Inc. • Real estate • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 19, 2021 by and among Rafael Holdings, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
LOAN AGREEMENT Dated: as of July 9, 2021 by and between BROAD-ATLANTIC ASSOCIATES, LLC, as Borrower, RAFAEL HOLDINGS REALTY, INC., as Pledgor RAFAEL HOLDINGS INC., as Guarantor, collectively, the Borrower Parties and LOAN AGREEMENTLoan Agreement • July 15th, 2021 • Rafael Holdings, Inc. • Real estate • New York
THIS LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of July 9, 2021 and is entered into by and among BROAD-ATLANTIC ASSOCIATES, LLC, a Delaware limited liability company having an address for purposes of notices and legal process at 520 Broad Street, Newark, New Jersey 07102 (the “Borrower”), RAFAEL HOLDINGS REALTY, INC., a Delaware corporation having an address for purposes of notices and legal process at 520 Broad Street, Newark, New Jersey 07102 (the “Pledgor”), and RAFAEL HOLDINGS, INC., a Delaware corporation having an address for purposes of notices and legal process at 520 Broad Street, Newark, New Jersey 07102 (the “Guarantor”, and together with the Borrower and Pledgor, collectively, jointly and severally, the “Borrower Parties”) and 520 BROAD STREET LLC, a New York limited liability company having offices c/o Castellan Real Estate Partners, 122 East 42nd Street, Suite 1903, New York, New Yor
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 26th, 2018 • Rafael Holdings, Inc. • Real estate • New Jersey
THIS TRANSITION SERVICES AGREEMENT, dated as of March 26, 2018 (this “Agreement”), is entered into by and between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either Rafael or IDT, individually or collectively.
FORM OF SUPPORT AGREEMENTSupport Agreement • June 21st, 2021 • Rafael Holdings, Inc. • Real estate • Delaware
THIS SUPPORT AGREEMENT, dated as of June 17, 2021 (this “Agreement”), is between Rafael Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2022 • Rafael Holdings, Inc. • Real estate • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into on this June 13, 2022, is by and between Rafael Holdings, Inc., a Delaware corporation (the “Company”), and Howard S. Jonas (the “Executive Chairman”).
THIS IS THE FORM OF TAX SEPARATION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN IDT CORPORATION AND RAFAEL HOLDINGS, INC., TO BE EFFECTIVE UPON CONSUMMATION OF THE SPIN-OFF TAX SEPARATION AGREEMENTTax Separation Agreement • February 1st, 2018 • Rafael Holdings, Inc. • Real estate • New Jersey
This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of February [__], 2018, by and between IDT Corporation, a Delaware corporation (“IDT”), and Rafael Holdings, Inc., a Delaware corporation (“Rafael”); and together with IDT, the “Parties, and each individually, a “Party”).
FORM OF VOTING AGREEMENTVoting Agreement • August 22nd, 2024 • Rafael Holdings, Inc. • Real estate • Nevada
THIS VOTING AGREEMENT, dated as of August [_] (this “Agreement”), is between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and the undersigned (the “Stockholder”).
FIRST AMENDMENT TO CONTRACT OF SALEContract of Sale • May 9th, 2022 • Rafael Holdings, Inc. • Real estate
THIS FIRST AMENDMENT TO CONTRACT OF SALE (this “Amendment”), dated as of April 4, 2022, by and between BROAD ATLANTIC ASSOCIATES LLC, having an address at 520 Broad Street, Newark, New Jersey 07107 (“Seller”), and 520 BROAD STREET PROPCO LLC, having an address at c/o Erik Wiesel, Esq. 50 Merrick Road, Suite 203, Rockville Centre, New York 11570 (“Purchaser”).
FORM OF CONVERTIBLE NOTE CANCELLATION AGREEMENTConvertible Note Cancellation Agreement • June 21st, 2021 • Rafael Holdings, Inc. • Real estate • Delaware
This CONVERTIBLE NOTE CANCELLATION AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Rafael Holdings, Inc., a Delaware corporation (“Parent”), Rafael Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the holder of an outstanding Company Convertible Note (as defined below) party hereto (“Holder” and together with other holders of note of the Company, “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2021 • Rafael Holdings, Inc. • Real estate • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 5, 2021, is by and between Rafael Holdings, Inc. (the “Company”) and Ameet Mallik, residing at 84 Garfield Ave., Madison, NJ 07940 (the “Employee”) (individually, each a “Party” and collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER By and among RAFAEL HOLDINGS, INC., RH MERGER I, INC., RH MERGER II, LLC, and RAFAEL PHARMACEUTICALS, INC. Dated as of June 17, 2021Merger Agreement • June 21st, 2021 • Rafael Holdings, Inc. • Real estate • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of June 17, 2021, by and among: RAFAEL HOLDINGS, INC., a Delaware corporation (“Parent”); RH MERGER I, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”); RH MERGER II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”); and RAFAEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONTRACT OF SALE BETWEEN BROAD ATLANTIC ASSOCIATES LLC, AS SELLER and 520 BROAD STREET PROPCO llc, AS PURCHASER February 18, 2022Contract of Sale • May 9th, 2022 • Rafael Holdings, Inc. • Real estate • New Jersey
CONTRACT OF SALE dated as of February 18, 2022 (the “Effective Date”) between BROAD ATLANTIC ASSOCIATES LLC, a Delaware limited liability company having an address at 520 Broad Street, Newark, New Jersey 07107 (“Seller”), and 520 BROAD STREET PROPCO LLC, a New Jersey limited liability company having an address at c/o Erik Wiesel, Esq., 50 Merrick Road, Suite 203, Rockville Centre, New York 11570 (“Purchaser”).
September 10, 2021 VIA EMAILEmployment Agreement • September 14th, 2021 • Rafael Holdings, Inc. • Real estate
It is our pleasure to offer you a position at Rafael Holdings, Inc. (“Rafael” or the “Company”). This letter agreement (the “Letter Agreement”) outlines the terms of your employment at the Company as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2021 • Rafael Holdings, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of August 19, 2021, by and among Rafael Holdings, Inc., a Delaware corporation (the “Company”), and I9 Plus, LLC, a Delaware limited liability company (the “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2018 • Rafael Holdings, Inc. • Real estate • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of May 24, 2018, is made by and between Rafael Holdings, Inc., a Delaware corporation (the “Company”), and Howard S. Jonas (“Mr. Jonas”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2021 • Rafael Holdings, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2021 by and among Rafael Holdings, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
November 21, 2021 VIA EMAILLetter Agreement • November 22nd, 2021 • Rafael Holdings, Inc. • Real estate
As you are aware, you and Rafael Holdings, Inc. (“Rafael” or the “Company”) entered into a letter agreement dated September 10, 2021 (the “Letter Agreement”) related to your employment by the Company. The purpose of this letter (the “Amendment”) is to amend the Letter Agreement and your terms of employment, effective as of November 21, 2021 (the “Effective Date”), as follows:
November 16, 2023 Dear Dr. Goldberg;Employment Agreement • November 7th, 2024 • Rafael Holdings, Inc. • Pharmaceutical preparations
It is our pleasure to offer you a position at Rafael Holdings, Inc. and or its subsidiaries (“Rafael” or the “Company”). This letter agreement (the “Letter Agreement”) outlines the terms of your employment at the Company as follows:
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • February 2nd, 2023 • Rafael Holdings, Inc. • Real estate
This Separation and General Release Agreement (the “Agreement”) is entered into by and between Rafael Holdings, Inc. (the “Company”) and Patrick Fabbio (“Employee”), and the parties agree to the terms and conditions set forth below:
