AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • 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 AGREEMENTForm of Support Agreement • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of [ ], 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).
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 21, 2024 (the “Amendment Effective Date”), is entered into by and among CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and RAFAEL HOLDINGS, INC., a Delaware corporation (the “Investor”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS VOTING AGREEMENT, dated as of [ ], 2024 (this “Agreement”), is between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and the undersigned (the “Stockholder”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2024 • Cyclo Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
