REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2022 • Agrify Corp • Agricultural services
This 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 corporationSecurity Agreement • January 26th, 2022 • Agrify Corp • Agricultural services
THIS 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
This 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 • August 29th, 2024 • Agrify Corp • Agricultural services
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 28, 2024 (the “Signing Date”), by and between Agrify Corporation, a Nevada corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT AGRIFY CORPORATIONCommon Stock Purchase Warrant • November 7th, 2023 • Agrify Corp • Agricultural services
THIS 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 9th, 2021 • Agrify Corp • Agricultural services • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ___________ between Agrify Corporation, a Nevada corporation (the “Company”), and _______________ (“Indemnitee”).
Agrify Corporation EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 18th, 2022 • Agrify Corp • Agricultural services • New York
As 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.
UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Agrify Corp • Agricultural services • New York
The 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.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT agrify corporationPre-Funded Common Stock Agreement • May 22nd, 2024 • Agrify Corp • Agricultural services • New York
THIS 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).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Agrify Corp • Agricultural services • New York
The 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
EMPLOYMENT 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”).
Incentive Stock Option AgreementIncentive Stock Option Agreement • July 1st, 2022 • Agrify Corp • Agricultural services • Nevada
This 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”).
PURCHASE AGREEMENTPurchase Agreement • August 29th, 2024 • Agrify Corp • Agricultural services • Nevada
THIS PURCHASE AGREEMENT (this “Purchase Agreement”), dated as of August 28, 2024, by and between Agrify Corporation, a Nevada corporation (the “Company”), and the undersigned signatory hereto (the “Investor”).
Agrify CorporationPlacement Agent Agreement • February 28th, 2024 • Agrify Corp • Agricultural services • New York
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • July 1st, 2022 • Agrify Corp • Agricultural services • Nevada
This 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").
UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2021 • Agrify Corp • Agricultural services • New York
The 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.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • New York
THIS 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”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 9th, 2023 • Agrify Corp • Agricultural services • Delaware
This 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2022 • Agrify Corp • Agricultural services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 14, 2022, 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 Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Agrify Debt Purchase Binding Term Sheet - CONFIDENTIALDebt Purchase Agreement • April 22nd, 2024 • Agrify Corp • Agricultural services • New York
This 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 WARRANTPre-Funded Common Stock Purchase Warrant • July 3rd, 2024 • Agrify Corp • Agricultural services
This 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.
AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • August 29th, 2024 • Agrify Corp • Agricultural services
This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of August 28, 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, as amended on June 30, 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
This 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
This 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 MERGERMerger Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • Nevada
This 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.
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • July 1st, 2022 • Agrify Corp • Agricultural services • Nevada
This 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, 2024Merger Agreement • May 16th, 2024 • Agrify Corp • Agricultural services • Delaware
THIS 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
THIS 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
This 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
THIS 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).
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 • September 4th, 2024 • Agrify Corp • Agricultural services • Massachusetts
This First Amendment to Modification and Settlement Agreement (the “Amendment”) 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 Amendment,” “hereto,” “hereunder,” and phrases of like import shall mean this Amendment. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Modification Agreement (as defined below).
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, 2022Merger Agreement • February 2nd, 2022 • Agrify Corp • Agricultural services
This 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 NOTEJunior Secured Promissory Note • December 6th, 2023 • Agrify Corp • Agricultural services
This 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
This 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 INFORMATIONPlan of Merger and Equity Purchase Agreement • December 17th, 2021 • Agrify Corp • Agricultural services
On 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.
