Amendment to Convertible Promissory Notes dated as of October 8, 2024 by and among Cyclo Therapeutics, Inc. and Rafael Holdings, Inc

Exhibit 10.3

AMENDMENT TO CONVERTIBLE PROMISSORY NOTES

THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”), dated as of October 8, 2024, is entered into by and among CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and RAFAEL HOLDINGS, INC., a Delaware corporation (the “Holder”).

RECITALS

WHEREAS, the Holder is the holder of: (i) that certain Convertible Promissory Note, dated June 11, 2024 (the “June Promissory Note”), made by the Company in favor of the Holder, in the original principal amount of Two Million Dollars ($2,000,000.00), with a Maturity Date of November 11, 2024; (ii) that certain Convertible Promissory Note, dated July 16, 2024 (the “July Promissory Note”), made by the Company in favor of the Holder, in the original principal amount of Two Million Dollars ($2,000,000.00), with a Maturity Date of November 11, 2024; (iii) that certain Convertible Promissory Note, dated August 21, 2024 (the “August Promissory Note”), made by the Company in favor of the Holder, in the original principal amount of Three Million Dollars ($3,000,000.00), with a Maturity Date of December 21, 2024; and (iv) that certain Convertible Promissory Note, dated September 9, 2024 (the “September Promissory Note”, and together with the June Promissory Note, the July Promissory Note, and the August Promissory Note, each a “Note” and collectively, the “Notes”), made by the Company in favor of the Holder, in the original principal amount of Three Million Dollars ($3,000,000.00), with a Maturity Date of December 21, 2024;

WHEREAS, the Holder has agreed to extend the Maturity Date of each Note as set forth below; and

WHEREAS, Holder has agreed that in the event the Company consummates a Sale Transaction with the Holder or its affiliate prior to the Maturity Date pursuant to the Agreement and Plan of Merger, dated as of August 21, 2024, Holder shall forgive the outstanding principal balance and accrued and unpaid interest on the Notes in connection with such Sale Transaction.

Capitalized terms used but not defined in this Amendment have the meanings set forth in the Notes.

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1.            Amendments.

(a)    Each Note shall be amended to revise the definition of “Maturity Date” therein to be “December 21, 2024”.

(b)    Each Note shall be amended to delete clause (i) of Section 2(b) in its entirety and replace clause (i) of Section 2(b) with the following:

“(i) the Holder or an affiliate of the Holder pursuant to the Agreement and Plan of Merger, dated as of August 21, 2024, the outstanding principal balance of this 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 the Holder pursuant to the terms hereof.”

2.    Continuing Effectiveness of Notes. Except to the extent amended hereby, the Notes and all terms, conditions and provisions thereof shall continue in full force and effect in all respects.

3.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument.

4.    Miscellaneous. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.