0001213900-24-071661 Sample Contracts

FORM OF LOCK-UP AGREEMENT
Lock-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).

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AGREEMENT AND PLAN OF MERGER
Merger 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 AGREEMENT
Support 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).

FORM OF VOTING AGREEMENT
Voting 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”).

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