STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this " Agreement ") is made and entered into on

STANDBY PURCHASE AGREEMENT

This STANDBY PURCHASE AGREEMENT

(this "Agreement") is made and entered into on May 6, 2025, by and between Rafael Holdings, Inc., a Delaware corporation

(the "Company"), and Howard S. Jonas (the "Standby Purchaser").

WHEREAS, the Company proposes

to distribute, at no charge, to each holder of record of (i) the Class A Common Stock, par value $0.01 per share (the "Class

A Common Stock") of the Company, (ii) the Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"),

of the Company, and (iii) those certain warrants to purchase common stock with an initial issuance date of December 11, 2020 (the "Warrants"),

in each case, as of May 9, 2025 (the "Record Date") non-transferable rights (the "Subscription Rights")

to subscribe for and purchase shares of Class B Common Stock (the "Rights Offering");

WHEREAS, the Company desires

to raise cash proceeds in the aggregate amount of $25,000,000 in connection with the Rights Offering;

WHEREAS, in connection with

the Rights Offering, holders of record of the Class A Common Stock, Class B Common Stock and the Warrants as of the Record Date will receive

one Subscription Right for each share of Class A Common Stock and Class B Common Stock held by them as of the Record Date;

WHEREAS, each Subscription

Right will entitle the holder thereof to purchase 0.603 (the "Share Purchase Number") of a share of Class B Common

Stock (the "Subscription Privilege") at $1.28 per share (the "Subscription Price"; and

WHEREAS, in order to facilitate

the Rights Offering and to ensure the Company raises the targeted amount, the Company has offered to the Standby Purchaser the opportunity,

and the Standby Purchaser has agreed and committed, to purchase at the Subscription Price, upon the terms and subject to the conditions

set forth this Agreement, any and all shares of Class B Common Stock that are not purchased upon exercise of the Subscription Privilege

in the Rights Offering (the "Unsubscribed Shares" and such offering, the "Standby Offering").

NOW THEREFORE, in consideration

of the foregoing, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Standby Purchase Commitment.

Purchase Commitment. If and to the extent there are any Unsubscribed Shares, the Standby Purchaser shall, or shall cause his affiliates

to, purchase from the Company and pay for, and the Company agrees to issue, deliver and sell to the Standby Purchaser and/or to his affiliates

at the Subscription Price, all Unsubscribed Shares. For the avoidance of doubt, in no event shall the Standby Purchaser be required to

purchase Unsubscribed Shares for an aggregate purchase price in excess of $25,000.000.

of Unsubscribed Shares. Promptly following the expiration of the Rights Offering, the Company shall determine the number of Unsubscribed

Shares. Upon the Company's determination of the number of Unsubscribed Shares, which shall be deemed to be correct, absent manifest

error, the Company shall promptly notify the Standby Purchaser in writing of the number of shares of Class B Common Stock to be purchased

by the Standby Purchaser (the "Standby Shares").

The closing of the purchase and sale of the Standby Shares (the "Closing") shall take place within ten (10) days following

the closing of the Rights Offering (the "Closing Date"). At the Closing, the Company shall deliver or cause to be delivered

to the Standby Purchaser (and/or one or more of his designees) one or more certificates (or evidence of book-entry records) representing

the Standby Shares, and the Standby Purchaser shall deliver (or cause to be delivered) to the Company, in cash or other immediately available

funds, the aggregate Subscription Price relating to such Allocated Shares.

and Termination. At any time prior to the Closing Date, the Company may, in its sole discretion, withdraw or terminate the Rights

Offering. In the event that the Company withdraws or terminates the Rights Offering, the Standby Purchaser's rights and obligations

under this Agreement shall terminate.

Reimbursement. In consideration for the Standby Purchaser's commitment to purchase his Allocated Shares upon the terms set forth

herein, the Company shall promptly reimburse or pay, as the case may be, on the Closing Date, or if this Agreement is terminated prior

to the Closing Date, within two (2) business days following the Standby Purchaser's written request for reimbursement (accompanied

by reasonable supporting documentation), the reasonable out-of-pocket costs and expenses incurred by the Standby Purchaser in connection

with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby, including reasonable and documented

fees and disbursements of counsel to the Standby Purchaser.

Section 2. Certain Agreements

of the Standby Purchaser. The Standby Purchaser agrees with the Company that, until such time as the shares of Class B Common

Stock to be issued pursuant to this Agreement are (as determined by the Company) no longer subject to restrictions on transfer under the

applicable laws referred to in the legend below, the certificates or book-entry notations with respect to such shares shall bear a legend

(and the Company's share register shall bear a notation) substantially to the following effect (it being understood that the Company

will, or will direct the transfer agent for the Class B Common Stock to, remove the legend on the certificates at such time as they are

no longer subject to such restrictions):

THIS SECURITY HAS NOT BEEN REGISTERED

UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, DELIVERED OR OTHERWISE TRANSFERRED

UNLESS REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF

AGREES TO COMPLY WITH ALL SUCH RESTRICTIONS ON TRANSFER.

Section 3. Representations and Warranties

of the Standby Purchaser. The Standby Purchaser represents and warrants to the Company as follows:

and Capacity. The Standby Purchaser has full legal right and requisite power and capacity to enter into this Agreement and to exercise

his rights and to perform his obligations hereunder.

This Agreement is valid, binding and enforceable against the Standby Purchaser in accordance with its terms, subject, as to enforcement,

to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and

to general equity principles.

Registration. The Standby Purchaser understands that the shares of Class B Common Stock to be issued pursuant to this Agreement have

not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption

from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature

of the investment intent and the accuracy of the Standby Purchaser's representations as expressed herein or otherwise made pursuant

Investor. The Standby Purchaser and each of his affiliates who may purchase the Standby Shares is an "accredited investor"

as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Knowledge of Business. The Standby Purchaser is familiar with the business in which the Company is engaged. The

Standby Purchaser (i) has knowledge and experience in financial and business matters, (ii) is familiar with the investments of the type

that he or it is undertaking to purchase, (iii) is fully aware of the risks and uncertainties involved in making an investment of this

type and (iv) is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing

this Agreement, he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative

of the Company concerning the financial and other affairs of the Company.

of Funds. The Standby Purchaser has available or access to sufficient funds to pay the Subscription Price for all Class B Common Stock

issuable in connection with the Rights Offering.

Intent. The Standby Purchaser and each of his affiliates who may purchase the Standby Shares is acquiring any Standby shares purchased

for his own account with the intention of holding such shares for investment and not with the view to, or for resale in connection with,

any distribution thereof not in compliance with applicable securities laws, and the Standby Purchaser has no present intention of participating,

directly or indirectly, in any sale, transfer or other distribution of the shares, except in compliance with applicable securities laws;

provided, however, that this representation and warranty does not limit the Standby Purchaser's right to sell the shares

of Class B Common Stock in compliance with applicable federal and state securities laws.

Laws Compliance. The shares of Class B Common Stock offered by this Agreement will not be offered for sale, sold, or otherwise transferred

by such Standby Purchaser or his affiliates who may purchase the Standy Shares except pursuant to a registration statement or in a transaction

exempt from, or not subject to, registration under the Securities Act and any applicable state securities laws.

Manipulation or Stabilization of Price. The Standby Purchaser has not taken and the Standby Purchaser will not take, directly or indirectly,

any action designed to or that would constitute, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

or otherwise, stabilization or manipulation of the price of any security of the Company in order to facilitate the sale or resale of any

securities of the Company, and the Standby Purchaser is not aware of any such action taken or to be taken by any person.

Section 4. Representations and Warranties of the Company.

The Company represents and warrants to the Standby Purchaser as follows:

and Good Standing; Authority. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware

and has all requisite corporate power and authority to carry on its business as now conducted and to execute and deliver this Agreement

and to consummate the transactions contemplated hereby.

of Agreement; Enforceability. This Agreement has been duly authorized by all necessary corporate action on the part of the Company