Material Agreement Form 8 K

On November 7, 2024, Cyclo Therapeutics, Inc., a Nevada corporation (the "Company"), entered into a Fifth Amended and Restated Note Purchase Agreement (the "Agreement") with Rafael Holdings, Inc., a Delaware corporation ("Rafael"), pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $2,000,000.00 (the "Note") to Rafael. The Agreement amends and restates the Fourth Amended and Restated Note Purchase Agreement (the "October Agreement"), dated October 8, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the "October Note") to Rafael. The October Agreement had amended and restated the Third Amended and Restated Note Purchase Agreement (the "September Agreement"), dated September 9, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the "September Note") to Rafael. The September Agreement had amended and restated the Second Amended and Restated Note Purchase Agreement (the "August Agreement"), dated August 21, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $3,000,000.00 (the "August Note") to Rafael. The August Agreement had amended and restated the Amended and Restated Note Purchase Agreement (the "July Agreement"), dated July 16, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $2,000,000.00 (the "July Note") to Rafael. The July Agreement had amended and restated the Note Purchase Agreement, dated June 11, 2024, by and between the Company and Rafael, pursuant to which the Company issued and sold an initial convertible promissory note in the principal amount of $2,000,000.00 (the "June Note," and together with the July Note, the August Note, the September Note and the October Note, the "Prior Notes") to Rafael. The Note matures on December 21, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The Note may be prepaid by the Company in full at any time. The principal amount of the Note is convertible into shares of the Company's outstanding common stock, par value $0.0001 per share (the "Common Stock"), prior to the repayment of the Note, at the option of Rafael; automatically if the Company enters into a Qualified Financing (as defined) and at the option of Rafael if a Sale Transaction (as defined) occurs prior to repayment of the Note (provided, however, that if the Sale Transaction occurs pursuant to the Merger Agreement (as defined below), the outstanding principal balance of the Note, together with any accrued and unpaid interest thereon, shall be discharged in full and the Company will not be required to make any further payments to Rafael pursuant to the terms thereof), all at the price and on the terms and conditions set forth in the Note. Upon the occurrence of an Event of Default (as defined) under the Note, including the failure of the Company to pay the principal or interest under the Note or any of the Prior Notes, when due, the obligations of the Company under the Note and each of the Prior Notes may be accelerated. The Company intends to use the proceeds of the Note for working capital and general corporate purposes.

Rafael is the holder of approximately 31.4% of the Common Stock, and the Company has entered into an Agreement and Plan of Merger, dated August 21, 2024 (the "Merger Agreement"), with Rafael and the other parties thereto pursuant to which, among other things, the Company will merge with and into a wholly-owned subsidiary of Rafael (the "Merger"). The Merger is subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement and the approval of the Company's and Rafael's respective stockholders.

The descriptions of the Agreement and the Note are qualified in their entirety by reference to the actual terms thereof contained in the Agreement and the Note, which are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and such terms are incorporated herein by reference.