Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on January 27, 2021, Agrify Corporation (the "Company")
entered into an Underwriting Agreement dated as of January 27, 2021 (the
"Underwriting Agreement") with Maxim Group LLC, as representative of the
underwriters named therein ("Maxim"), in connection with its initial public
offering. On September 14, 2021, the Company entered into a Letter Agreement and
Waiver dated September 14, 2021 (the "Letter Agreement"), to amend the terms of
the Underwriting Agreement.
Pursuant to the Letter Agreement, Maxim agreed to waive the right of first
refusal included in the Underwriting Agreement in consideration of (i) a cash
payment to Maxim of $2.4 million to be paid via wire transfer within three (3)
business days of the execution of the Letter Agreement; and (ii) the right to
participate as a co-manager with ten percent (10%) of the economics with respect
to the Company's next public offering of securities, payable in cash upon the
closing of such offering. Except as specifically modified or amended by the
terms of the Letter Agreement, the Underwriting Agreement and all provisions
contained therein remain in full force and effect.
The foregoing description of the Letter Agreement is not complete and is
qualified in its entirety by reference to the full text of the Letter Agreement,
a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference.
1.1 Letter Agreement and Waiver, dated September 14, 2021, by and between
the registrant and Maxim Group LLC
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