INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2024 • Nature's Miracle Holding Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March , 2024, by and between Nature’s Miracle Holding Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NATURE’S MIRACLE HOLDING INC.Pre-Funded Common Stock Purchase Warrant • July 5th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (“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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nature’s Miracle Holding Inc., a Delaware 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 AGREEMENT between NATURE’S MIRACLE HOLDING INC and EF HUTTON LLCUnderwriting Agreement • July 30th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
The undersigned, Nature’s Miracle Holding Inc, a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives) acting as the sole underwriter (the “Underwriter”), as follows:
COMMON STOCK PURCHASE WARRANT NATURE’S MIRACLE HOLDING, INC.Common Stock Purchase Warrant • July 19th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [################], a Nevada limited liability company, 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 17, 2024 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on July 17, 2029 (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Company”), up to (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).
COMMON STOCK PURCHASE SERIES A WARRANT NATURE’S MIRACLE HOLDING INC.Common Stock Purchase Warrant • July 30th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
THIS COMMON STOCK PURCHASE SERIES A WARRANT (“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 5:00 p.m. (New York City time) on July 29, 2029 (the “Termination Date”) but not thereafter, to purchase from Nature’s Miracle Holding Inc., a Delaware 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2024 • Nature's Miracle Holding Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2024 by and among (i) Lakeshore Acquisition II Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated under the Merger Agreement (as defined below) (together with its successors, including after the Reincorporation (as defined in the Merger Agreement), “Purchaser”), and (ii) the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 14, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation, with its address at 858 N Central Ave., Upland, CA 91786 (the “Company”), and [###########], a Virginia limited liability company, with its address at [##########] (the “Lender”).
COMMERCIAL GUARANTYCommercial Guaranty • January 19th, 2024 • LBBB Merger Corp. • Blank checks • Massachusetts
FORM OF SERIES B WARRANT] NATURE’S MIRACLE HOLDING INC Series B Warrant To Purchase Common SharesWarrant Agreement • October 16th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
Nature’s Miracle Holding Inc , a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date of Stockholder Approval (as defined in the Underwriting Agreement between Nature’s Miracle Holding Inc. and EF Hutton LLC dated [ ] [ ], 2024), but not after 11:59 p.m., New York time, on the two year anniversary of the date of Stockholder Approval , up to ___________ (________________) fully paid nonassessable shares of common stock, par value $0.0001 per share, of the Company (“Common Shares”), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase
UNDERWRITING AGREEMENT between NATURE’S MIRACLE HOLDING INC. and EF HUTTON LLCUnderwriting Agreement • November 6th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
The undersigned, Nature’s Miracle Holding Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives)) acting as the sole underwriter (the “Underwriter”), as follows:
FORM OF SERIES A WARRANT] NATURE’S MIRACLE HOLDING INC Series A Warrant To Purchase Common SharesSeries a Warrant • October 16th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • New York
Nature’s Miracle Holding Inc, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date of Stockholder Approval (as defined in the Underwriting Agreement between Nature’s Miracle Holding Inc. and EF Hutton LLC dated [ ] [ ], 2024), but not after 11:59 p.m., New York time, on the five year anniversary of the date of Stockholder Approval, up to ______________ (_____________) fully paid nonassessable shares of common stock, par value $0.0001 per share, of the Company (“Common Shares”), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase C
ContractPromissory Note • October 12th, 2023 • LBBB Merger Corp. • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Agrify Debt Purchase Binding Term Sheet - CONFIDENTIALDebt Purchase Agreement • April 22nd, 2024 • Nature's Miracle Holding Inc. • Blank checks • 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”).
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual Termination and Release Agreement • May 20th, 2024 • Nature's Miracle Holding Inc. • Blank checks
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 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 • Nature's Miracle Holding Inc. • Blank checks • 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 • Nature's Miracle Holding Inc. • Blank checks • 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 • Nature's Miracle Holding Inc. • Blank checks
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.”
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 15th, 2024 • Nature's Miracle Holding Inc. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 11, 2024, by (the “Subject Party”) in favor of and for the benefit of Nature’s Miracle Holding Inc., a Delaware corporation (the “Company”), and each of the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Company, the “Covered Parties”).
ContractConvertible Note • July 19th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • Delaware
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
TRADE PAYABLE FORGIVENESS AGREEMENTTrade Payable Forgiveness Agreement • September 30th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment
THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is entered into and made effective as of September 24, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (“Company”), VISIONTECH GROUP, INC., a California corporation (“Visiontech”), UNINET GLOBAL INC. (“Uninet”), NATURE’S MIRACLE, INC., a Delaware corporation and wholly owned subsidiary of the Company (“NMHI (DE)”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of July 17, 2024, by and between Nature’s Miracle Holding Inc., a corporation organized under the laws of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
NATURE’S MIRACLE INC. LETTER AGREEMENTLetter Agreement • January 19th, 2024 • LBBB Merger Corp. • Blank checks • Delaware
The undersigned, Nature’s Miracle Inc., a Delaware corporation (the “Company”), with the individuals named in Schedule A hereto (collectively the “Holders,” and each an “Holder”), Lakeshore Acquisition II Corp., a Cayman Islands corporation (“Lakeshore”) and LBBB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Lakeshore (the “PubCo”), hereby confirm their agreement (this “Agreement”) to issue 235,000 shares of Pubco’s common stock, par value $0.0001 (the “Shares”) to the Holders in the respective amount as set forth in the Schedule A.
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2023 • LBBB Merger Corp. • Blank checks • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 2, 2023, by and between Nature’s Miracle Incorporated, a Delaware corporation (the “Company”), and Vien Le, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive and all obligations of the Company hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 16th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of October [ ], 2024 (the “Issuance Date”) is between Nature’s Miracle Holding Inc. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Ontario, CA 91761Convertible Notes Investment Agreement • July 10th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • California
Whereas the Investors will invest $[ ] in the Company through the purchase of Convertible Notes, the Company agrees to issue such Convertible Notes based on the following terms and conditions. The parties hereby agree as follows:
INVESTMENT AGREEMENTInvestment Agreement • November 27th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment
This Investment Agreement (this “AGREEMENT”) is made and entered into as of November 22 , 2024 between NM Data, a Delaware corporation and a wholly owned subsidiary of Nature’s Miracle Holding Inc. (the “Investor”) with headquarter at 3281 E. Guasti Road, Suite 174, Ontario, CA 91761 and Future Tech Incorporated (“Future Tech”), a Ohio company (the “Investee”) based at 405 Madison Avenue, Toledo, OH 43604. The Investor, and the Investee are sometimes referred to hereinafter individually as a “Party” and, collectively, as the “Parties”.
Strategic Cooperation AgreementStrategic Cooperation Agreement • January 19th, 2024 • LBBB Merger Corp. • Blank checks
For the benefit of both parties, Party A and Party B shall sign this Strategic Cooperation Agreement (followings referred as SCA) in accordance with the relevant laws and regulations through friendly negotiation, and both parties shall abide by this SCA.
MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT and INTENT TO TRANSITION TO PROJECT- BASED WORKMutual Termination of Employment Agreement • August 7th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment
This agreement is by and between Nature’s Miracle Inc. and its parent Nature’s Miracle Holding Inc., (collectively, the “Company”) and Darin Carpenter (“Mr. Carpenter” or “Executive”). This agreement references the employment agreement dated September 17, 2023 signed by both parties and replaces the prior agreement emailed on July 18, 2024 with a signing date of June 30, 2024. The change reflects projects to be completed in the month of July.
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2024 • Nature's Miracle Holding Inc. • Farm machinery & equipment • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of December 1, 2024, by and between Nature’s Miracle Incorporated, a Delaware corporation (the “Company”), and Daphne Huang, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive and all obligations of the Company hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
