COMMON STOCK PURCHASE WARRANT agrify corporationAgrify Corp • January 26th, 2022 • 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 • 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 CORPORATIONAgrify Corp • October 30th, 2023 • 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).
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.
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 • 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.
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”).
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”).
Agrify CorporationAgrify Corp • February 28th, 2024 • Agricultural services • New York
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”).
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").
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”).
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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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.
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”).
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”).
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).
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
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 NOTEAgrify Corp • December 6th, 2023 • 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 INFORMATIONAgrify Corp • December 17th, 2021 • 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.
Distribution AgreementDistribution Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • Massachusetts
This 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
As 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
This 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
AMENDMENT NO. 1 TO SENIOR SECURED NOTESenior Secured Note • March 9th, 2023 • Agrify Corp • Agricultural services
This 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 • October 30th, 2023 • Agricultural services
For 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,
OPERATING AGREEMENTOperating Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • Massachusetts
This Operating Agreement of Agrify-Valiant, LLC, a Massachusetts limited liability company (the “Company”), is entered into as of December 8, 2019 by and among the Company, the Initial Members executing this Agreement as of the date hereof and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among AGRIFY CORPORATION, PUREPRESSURE, LLC, BENJAMIN BRITTON, as Member Representative and THE MEMBERS NAMED HEREIN dated as of December 31, 2021Membership Interest Purchase Agreement • January 5th, 2022 • Agrify Corp • Agricultural services
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2021, is entered into by and among (i) Agrify Corporation, a Nevada corporation (“Buyer”); (ii) PurePressure, LLC, a Colorado limited liability company (the “Company”); (iii) each of the equity holders of the Company, as identified on Exhibit A attached hereto (each a “Member” and collectively, the “Members”); and Benjamin Britton, solely in his capacity as the Member Representative hereunder (the “Member Representative”). Buyer, the Company, and the Members are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Agrify Corporation Binding Term Sheet For Purchase Agreement To 4D Bios, Inc.Agrify Corp • December 22nd, 2020 • Agricultural services
This term sheet (the “Term Sheet”) sets forth the binding terms and conditions for certain equipment purchases between 4D Bios, Inc. (“Supplier”) and Agrify Corporation, a Nevada corporation (“Company”).
September 14, 2021 VIA ELECTRONIC MAILLetter Agreement • September 20th, 2021 • Agrify Corp • Agricultural services
SEPARATION AGREEMENTSeparation Agreement • May 25th, 2023 • Agrify Corp • Agricultural services • Massachusetts
This Separation Agreement (this “Agreement”) is entered as of May 23, 2023 between Agrify Corporation (“Agrify” or the “Company”) and Stuart Wilcox (“Executive”, “Wilcox” or “You”). Agrify and Wilcox may hereafter be referred to herein, individually, from time to time as a “Party,” and collectively herein from time to time as the “Parties.”
PLAN OF MERGER AND EQUITY PURCHASE AGREEMENT by and among AGRIFY CORPORATION, SINCLAIR SCIENTIFIC, LLC, MASS2MEDIA, LLC and THE MEMBERS NAMED HEREIN dated as of September 29, 2021Plan of Merger and Equity Purchase Agreement • October 5th, 2021 • Agrify Corp • Agricultural services
This PLAN OF MERGER AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of September 29, 2021 (the “Execution Date”), is entered into by and among (i) Agrify Corporation, a Nevada corporation (“Buyer”); (ii) Sinclair Scientific, LLC, a Delaware limited liability company (“Sinclair”); (iii) Mass2Media, LLC, d/b/a PX2 Holdings, LLC, d/b/a Precision Extraction Solutions, a Michigan limited liability company, which has made an election to be taxed for federal income Tax purposes as a corporation (“Precision”); and (iv) each of the equity holders of Sinclair, as identified on Exhibit A attached hereto (each a “Member” and collectively, the “Members”). Buyer, Sinclair, Precision, and the Members are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SEPARATION AGREEMENTSeparation Agreement • July 14th, 2022 • Agrify Corp • Agricultural services • Massachusetts
This Separation Agreement (this “Agreement”) is entered as of July 8, 2022 between Agrify Corporation (“Agrify” or the “Company”) and Thomas Massie (“Executive”, “Massie” or “You”). Agrify and Massie may hereafter be referred to herein, individually, from time to time as a “Party,” and collectively herein from time to time as the “Parties.”
