FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 21st, 2021 • Rafael Holdings, Inc. • Real estate • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2021 by and among RAFAEL HOLDINGS, INC., a Delaware corporation (the “Parent”), RAFAEL PHARMACEUTICALS, INC., a Delaware 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).
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”).
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).
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”).
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).
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.
