Post-Closing Date Transaction. With respect to the $10,100,000 portion of the principal balance (together with all associated interest and other charges) of the CP Note not included in the Purchased Agrify Debt Obligations (the “Remaining CP Note Obligations”), CP and the Purchaser hereby agree that, provided that the Merger and Closing Transactions shall have been consummated as provided in the Merger Agreement and/or this Agreement, then on or before such anniversary CP will sell, assign, transfer and deliver to the Purchaser the Remaining CP Note Obligations in consideration for which the Purchaser will pay and deliver to CP $7,000,000 in cash. The Parties agree that if Xxxxxx’s current total turn-key projects as specified in Schedule 2.1(b) (the “Agrify TTK Projects”) are restructured on or prior to the one-year anniversary after the Closing Date, then CP shall execute and deliver such agreement(s) or amendment(s) to the Remaining CP Note Obligations as shall be reasonably requested by the Purchaser in order to implement and effect the irrevocable reduction of the Remaining CP Note Obligations to $7,000,000 prior to the closing of the transactions under this Section 2.1(b). In light of the approximate $3,100,000 discount the Purchaser will then receive on its purchase of the Remaining CP Note Obligations and in consideration of CP’s efforts to raise additional capital required to complete the Agrify TTK Projects, the Parties hereby agree that CP and/or its affiliates or designees will have certain rights to the equity of the Agrify TTK Projects, provided that Agrify will receive no less than a (i) $100 per pound production success fee from Nevada Holistics Medicine (Nevada) or (i) $200 per pound production success fee from Xxxxxx (Washington) or from Bud & Mary’s. For avoidance of doubt, upon the completion of the restructuring of the Agrify TTK Projects the Remaining CP Note Obligations shall automatically be reduced to $7,000,000. Until the purchase of the Remaining CP Note Obligations is completed as aforesaid, full interest, right and title to the Remaining CP Note Obligations, as a creditor of Agrify, will be held solely by CP and the Remaining CP Note Obligations will remain secured by the presently effective Lien on Xxxxxx’s assets in CP’s senior secured position and will be guaranteed by Purchaser (or any parent entity or successor-in-interest), to the reasonable satisfaction of CP. Additionally, the Parties acknowledge and agree that subsequent to the completion of the Clos...
Post-Closing Date Transaction. On the Closing Date, but following the Merger, Buyer Parent shall (a) cause the U.S. Company to enter into an agreement and plan of merger with the Surviving LLC (or a wholly owned subsidiary of the Surviving LLC), whereby the Surviving LLC or its wholly owned subsidiary shall merge with and into the U.S. Company with the U.S. Company as the surviving entity, and (b) cause to be filed a certificate of merger with respect to the foregoing with the Secretary of the State of Delaware to effect the foregoing (the “Second Merger”) and, by virtue of the Second Merger, and without any action on the part of Parent, the U.S. Company or the Surviving LLC, all the shares of U.S. Company Common Stock shall be cancelled in exchange for the right to receive, in the aggregate, $9,000,000 in cash (the “Second Merger Common Stock Consideration”) and each share of Preferred Stock shall be converted into the right to receive one share of Common Stock of the U.S. Company.
