COMMON STOCK PURCHASE WARRANT agrify corporationAgrify Corp • January 26th, 2022 • Agricultural services
Company FiledJanuary 26th, 2022 IndustryTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July __, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July __, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agrify Corporation, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2022 • Agrify Corp • Agricultural services • New York
Contract Type FiledJanuary 26th, 2022 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2022, between Agrify Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2022 • Agrify Corp • Agricultural services
Contract Type FiledJanuary 26th, 2022 Company IndustryThis Registration Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2022, between Agrify Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT AGRIFY CORPORATIONAgrify Corp • November 7th, 2023 • Agricultural services
Company FiledNovember 7th, 2023 IndustryTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MACK MOLDING COMPANY, INC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 18, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 18, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agrify Corporation, a Nevada corporation (the “Company”), up to 750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2021 • Agrify Corp • Agricultural services • New York
Contract Type FiledFebruary 2nd, 2021 Company Industry JurisdictionThe undersigned, Agrify Corporation, a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Agrify Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Agrify Corporation EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 18th, 2022 • Agrify Corp • Agricultural services • New York
Contract Type FiledOctober 18th, 2022 Company Industry JurisdictionAs further set forth in this agreement (this “Agreement”), Agrify Corporation, a Nevada corporation (the “Company”), proposes to issue and sell from time to time through Canaccord Genuity LLC (the “Agent”), as sales agent, the Company’s common stock, $0.001 par value per share (the “Common Shares”) (such Common Shares to be sold pursuant to this Agreement, the “Shares”), having an aggregate offering price of up to $50,000,000, on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 9th, 2021 • Agrify Corp • Agricultural services • Nevada
Contract Type FiledFebruary 9th, 2021 Company Industry JurisdictionTHIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ___________ between Agrify Corporation, a Nevada corporation (the “Company”), and _______________ (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Agrify Corp • Agricultural services • New York
Contract Type FiledFebruary 19th, 2021 Company Industry JurisdictionThe undersigned, Agrify Corporation, a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Agrify Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2023 • Agrify Corp • Agricultural services • Michigan
Contract Type FiledJanuary 24th, 2023 Company Industry JurisdictionEMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 25, 2022, between Agrify Corporation (the “Company”) and Timothy Hayden (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
Agrify CorporationAgrify Corp • February 28th, 2024 • Agricultural services • New York
Company FiledFebruary 28th, 2024 Industry Jurisdiction
PRE-FUNDED COMMON STOCK PURCHASE WARRANT agrify corporationAgrify Corp • May 22nd, 2024 • Agricultural services • New York
Company FiledMay 22nd, 2024 Industry JurisdictionTHIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agrify Corporation, a Nevada corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Incentive Stock Option AgreementIncentive Stock Option Agreement • July 1st, 2022 • Agrify Corp • Agricultural services • Nevada
Contract Type FiledJuly 1st, 2022 Company Industry JurisdictionThis Stock Option Agreement (this “Agreement”) is made and entered into as of [________], 20[__] by and between Agrify Corporation, a Nevada corporation (the “Company”) and [__________________] (the “Participant”).
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • July 1st, 2022 • Agrify Corp • Agricultural services • Nevada
Contract Type FiledJuly 1st, 2022 Company Industry JurisdictionThis Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [_________], 20[__] (the "Grant Date") by and between Agrify Corporation, a Nevada corporation (the “Company”) and [________________] (the "Grantee").
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • New York
Contract Type FiledDecember 22nd, 2020 Company Industry JurisdictionTHIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), is dated as of [_________], 2020, by and between Agrify Corporation, a Nevada corporation (the “Company”), and the Purchasers identified on Schedule 1 hereto (the “Purchasers”).
Agrify Debt Purchase Binding Term Sheet - CONFIDENTIALAgrify Debt Purchase • April 22nd, 2024 • Agrify Corp • Agricultural services • New York
Contract Type FiledApril 22nd, 2024 Company Industry JurisdictionThis binding term sheet (this “Term Sheet”), dated as of April 17, 2024 (the “Effective Date”), is a binding and enforceable agreement among the parties hereto whereby Nature’s Miracle Holding Inc., a Delaware corporation (the “Purchaser” or “NMHI”), or any of its affiliates, shall purchase or otherwise acquire the Notes (as defined below) on the terms and conditions set forth herein, subject to (i) the completion of due diligence, applicable board and shareholder approvals, required third-party approvals, the Closing (as defined below) or any other of the conditions precedent and (ii) the execution and delivery of definitive transaction documentation (the “Definitive Documentation”).
AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 3rd, 2024 • Agrify Corp • Agricultural services
Contract Type FiledJuly 3rd, 2024 Company IndustryThis AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of June 30, 2024 (the “Amendment Effective Date”), is by and between GIC Acquisition LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase Warrant, dated May 21, 2024, by and between the Company and Holder (the “Warrant”). Capitalized terms used in this Amendment but not defined herein shall have the respective meanings ascribed to them in the Warrant.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. REDACTED PORTIONS OF THIS...Modification and Settlement Agreement • November 7th, 2023 • Agrify Corp • Agricultural services • Massachusetts
Contract Type FiledNovember 7th, 2023 Company Industry JurisdictionThis Modification and Settlement Agreement (the “Modification Agreement”) is hereby entered into by and between Agrify Corporation and its affiliates and subsidiaries (“Agrify”) on the one hand, and Mack Molding Company and its affiliates and subsidiaries (“Mack”) on the other hand, as of the date that all parties have signed the Agreement (the “Effective Date”). Agrify and Mack are referred to herein individually as a “Party,” and collectively, as the “Parties.” As used herein, the phrases “this Modification Agreement,” “hereto,” “hereunder,” and phrases of like import shall mean this Modification Agreement. All capitalized terms shall have the meanings ascribed to them in the Modification Agreement.
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual Termination and Release Agreement • May 20th, 2024 • Agrify Corp • Agricultural services
Contract Type FiledMay 20th, 2024 Company IndustryThis MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Parent”), NMHI MERGER SUB, INC., a Nevada corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and AGRIFY CORPORATION, a Nevada corporation (the “Company”; and Parent, Merger Sub and Agrify referred to individually, as a “Party” and collectively, as the “Parties”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2020 • Agrify Corp • Agricultural services • Nevada
Contract Type FiledDecember 22nd, 2020 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 22, 2020, is entered into by and among Agrify Corporation, a Nevada corporation (“Purchaser”), Agrify Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), TriGrow Systems, Inc., a Nevada corporation (the “Company”), and Christopher J. Graham, solely in his capacity as Stockholders’ Representative (the “Stockholders’ Representative”). Capitalized terms used herein but not defined have the meanings set forth in Section 1 hereof.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 9th, 2023 • Agrify Corp • Agricultural services • Delaware
Contract Type FiledMarch 9th, 2023 Company Industry JurisdictionThis SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 8, 2023, is by and among Agrify Corporation, a Nevada corporation with offices located at 76 Treble Cove Road, Building 3, Billerica, MA 01862 (the “Company”), and each of the investors listed on the Schedule of Holders attached hereto (individually, a “Holder” and collectively, the “Holders”).
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • July 1st, 2022 • Agrify Corp • Agricultural services • Nevada
Contract Type FiledJuly 1st, 2022 Company Industry JurisdictionThis Stock Option Agreement (this “Agreement”) is made and entered into as of [________], 20[__] by and between Agrify Corporation, a Nevada corporation (the “Company”) and [__________________] (the “Participant”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NATURE’S MIRACLE HOLDING INC., NMHI MERGER SUB Inc., AND AGRIFY CORPORATION DATED AS OF MAY 16, 2024Agreement and Plan of Merger • May 16th, 2024 • Agrify Corp • Agricultural services • Delaware
Contract Type FiledMay 16th, 2024 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and made effective as of May 16, 2024 (the “Effective Date”), by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Parent”), NMHI MERGER SUB, INC., a Nevada corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and AGRIFY CORPORATION, a Nevada corporation (the “Company”).
DEBT PURCHASE AGREEMENT BY AND BETWEEN CP ACQUISITIONS, LLC, GIC ACQUISITION LLC, AND NATURE’S MIRACLE HOLDING INC. DATED AS OF MAY 16, 2024 DEBT PURCHASE AGREEMENTDebt Purchase Agreement • May 16th, 2024 • Agrify Corp • Agricultural services • New York
Contract Type FiledMay 16th, 2024 Company Industry JurisdictionTHIS DEBT PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 16, 2024 (the “Effective Date”), and is by and between: (1) CP ACQUISITIONS, LLC, a Delaware limited liability company (the “CP”), and (2) GIC ACQUISITION LLC, a Delaware limited liability company (the “GIC”), on the one hand, and (3) NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Purchaser” or “Parent”), on the other. CP and GIC are hereinafter sometimes referred to collectively as the “Sellers” and individually as a “Seller.” Sellers and Purchaser are herein after sometimes referred to collectively as the “Parties” and individually as a “Party.”
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual Termination and Release Agreement • May 20th, 2024 • Agrify Corp • Agricultural services
Contract Type FiledMay 20th, 2024 Company IndustryThis MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 19, 2024 (the “Effective Date”), and is by and between: (1) CP ACQUISITIONS, LLC, a Delaware limited liability company (the “CP”), and (2) GIC ACQUISITION LLC, a Delaware limited liability company (the “GIC”), on the one hand, and (3) NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Nature’s Miracle”). CP, GIC and Nature’s Miracle are herein after sometimes referred to collectively as the “Parties” and individually as a “Party.”
COMMON STOCK PURCHASE WARRANT AGRIFY CORPORATIONCommon Stock Purchase Warrant • December 22nd, 2020 • Agrify Corp • Agricultural services • New York
Contract Type FiledDecember 22nd, 2020 Company Industry JurisdictionTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to [______], 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Agrify Corporation, a Nevada corporation (the “Company”), up to [________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(c) hereof).
AGREEMENT AND PLAN OF MERGER by and among AGRIFY CORPORATION, LS HOLDINGS CORP., LAB SOCIETY NEWCO, LLC, MICHAEL S. MAIBACH JR., as Owner Representative and THE OWNERS NAMED HEREIN dated as of February 1, 2022Agreement and Plan of Merger • February 2nd, 2022 • Agrify Corp • Agricultural services
Contract Type FiledFebruary 2nd, 2022 Company IndustryThis AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 1, 2022, is entered into by and among (i) Agrify Corporation, a Nevada corporation (“Buyer”); (ii) LS Holdings Corp., a Colorado corporation (the “Company”); (iii) Lab Society NewCo, LLC, a Colorado limited liability company and a wholly-owned subsidiary of Buyer (“Merger Sub”); (iv) each of the shareholders of the Company, as identified on Exhibit A attached hereto (each an “Owner” and collectively, the “Owners”); and (v) Michael S. Maibach Jr., solely in his capacity as the Owner Representative hereunder (the “Owner Representative”). Buyer, the Company, Merger Sub and the Owners are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AMENDMENT TO JUNIOR SECURED PROMISSORY NOTEAgrify Corp • December 6th, 2023 • Agricultural services
Company FiledDecember 6th, 2023 IndustryThis Amendment (this “Amendment”) to the Junior Secured Promissory Note, dated October 27, 2023 (the “Note”), is made by and between Agrify Corporation, a Nevada corporation (“Maker”), and CP Acquisitions LLC, a Delaware limited liability company (“Holder”), is effective as of December 4, 2023 (“Amendment Effective Date”). Collectively, both Maker and Holder are “Parties.” Terms used but not defined herein shall have the meanings ascribed thereto in the Note.
AGRIFY CORPORATION INVESTOR SUBSCRIPTION AGREEMENTInvestor Subscription Agreement • January 13th, 2021 • Agrify Corp • Agricultural services • New York
Contract Type FiledJanuary 13th, 2021 Company Industry JurisdictionThis Investor Subscription Agreement (this “Agreement”) has been executed by the undersigned subscriber (the “Investor”). Upon its acceptance by Agrify Corporation, a Nevada corporation (the “Company”), it will be an agreement, dated the date of such acceptance, by and between the Investor and the Company.
AGRIFY CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAgrify Corp • December 17th, 2021 • Agricultural services
Company FiledDecember 17th, 2021 IndustryOn September 29, 2021 (the “Execution Date”), Agrify Corporation (“Agrify” or the “Company”) entered into a Plan of Merger and Equity Purchase Agreement, as amended by an amendment dated as of October 1, 2021 (as amended, the “Purchase Agreement”), with Sinclair Scientific, LLC, a Delaware limited liability company (“Sinclair”); Mass2Media, LLC, d/b/a PX2 Holdings, LLC, d/b/a Precision Extraction Solutions, a Michigan limited liability company (“Precision”); and each of the equity holders of Sinclair named therein (collectively, the “Members”). On October 1, 2021 (the “Closing Date”), Agrify consummated the transactions contemplated by the Purchase Agreement. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
Distribution AgreementDistribution Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • Massachusetts
Contract Type FiledDecember 22nd, 2020 Company Industry JurisdictionThis Distribution Agreement (this “Agreement”), with an effective date of June 7, 2019 (the “Effective Date”), is entered into between BLUEZONE PRODUCTS, INC., a Delaware limited liability company (“Seller”) and Agrinamics, Inc., a Nevada corporation (“Distributor,” and together with Seller, the “Parties,” and each, a “Party”).
Niv Krikov November 3, 2021Agrify Corp • March 31st, 2022 • Agricultural services • Massachusetts
Company FiledMarch 31st, 2022 Industry JurisdictionAs we have discussed and agreed, your employment with Agrify Corporation (the “Company”) will terminate effective November 10, 2021 (the “Separation Date”). If you timely sign this letter agreement (the “Agreement”) the Company will provide you with the Severance Benefits described below, on the condition that you comply with all the terms set forth herein.
August 5, 2020 Matt Liotta Ponte Vedra Beach, FL 32082Agrify Corp • November 12th, 2020 • Agricultural services • Massachusetts
Company FiledNovember 12th, 2020 Industry JurisdictionThis letter sets forth the terms of the agreement (this “Agreement”) between you and Agrify Corporation (the “Company”) regarding your resignation from employment with the Company effective August 5, 2020 (the “Separation Date”).
SUPPLY AGREEMENTSupply Agreement • January 13th, 2021 • Agrify Corp • Agricultural services • Massachusetts
Contract Type FiledJanuary 13th, 2021 Company Industry Jurisdiction
AMENDMENT NO. 1 TO SENIOR SECURED NOTESenior Secured Note • March 9th, 2023 • Agrify Corp • Agricultural services
Contract Type FiledMarch 9th, 2023 Company IndustryThis AMENDMENT NO. 1 TO SENIOR SECURED NOTE, dated as of March 9, 2023 (this “Amendment”), is entered into by and among Agrify Corporation, a Nevada corporation (the “Company”) and High Trail Special Situations LLC, a Delaware limited liability company (“Holder”).
COMPANY AND INVESTOR ACKNOWLEDGMENT AND RELEASEAgrify Corp • November 7th, 2023 • Agricultural services
Company FiledNovember 7th, 2023 IndustryFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agrify Corporation, on behalf of itself and the other Borrowers (“Agrify”), hereby acknowledges and agrees to the Note Purchase and Sale Agreement, dated as of October 27, 2023, by and between CP Acquisitions LLC, as Investor (the “Investor”), and High Trail Special Situations, LLC, as Seller (together with all exhibits and schedules thereto, as amended from time to time, the “Purchase Agreement”), and the consummation of the transactions contemplated thereby, and waives notice of any amendments or modifications thereto. Effective upon the Closing, Agrify and the Investor (on behalf of itself and its Affiliates), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, will be deemed to release and forever discharge the Seller and its Affiliates and their respective equity holders, officers, directors, employees and agents from any and all claims,