Agrify Corporation (NasdaqCM:AGFY) entered into a binding letter of intent to acquire PurePressure, LLC from Benjamin Britton, Joshua Rutherford, Eric Vlosky, Scott Christensen, Kyle Manuel, Alicia Britton, John Harned for $11.9 million on December 3, 2021. Agrify Corporation entered into a membership interest agreement to acquire PurePressure, LLC on December 31, 2021. The letter of intent provides a base purchase price of $9 million, consisting of $5 million in cash and $4 million in common stock of Agrify, subject to customary adjustments. There is also an additional earnout opportunity that can bring the total purchase price up to $12 million if PurePressure achieves certain financial milestones in 2022 and 2023. Agrify paid PurePressure debt of $0.159 million remained outstanding from SBA loan as of December 31, 2021. As per membership interest purchase agreement, the aggregate consideration for the consisted of: (a) $4 million in cash, subject to certain adjustments for working capital, cash and indebtedness of PurePressure at closing; (b) 329,179 shares of the Agrify's common stock; and (c) the Earn-out Consideration, to the extent earned. The Agrify withheld 88,878 of the Agrify shares issuable to certain members for the purpose of securing any post-closing adjustment owed to the Agrify and any claim for indemnification or payment of damages to which the Agrify may be entitled under the agreement. The holdback Agrify Shares shall be released following the twelve (12) month anniversary of the closing date in accordance with and subject to the conditions of the agreement. The agreement includes customary post-closing adjustments, representations and warranties and covenants of the parties. The members may become entitled to additional consideration with a value of up to $3 million based on the eligible net revenues achieved by the PurePressure business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 40% will be payable in cash and the remaining 60% will be payable by issuing shares of the Agrify's common stock. Pursuant to the letter of intent, if PurePressure fails to consummate the Proposed Transaction by March 31, 2022 or ceases negotiations pursuant to letter of intent other than in certain specified circumstances, then certain members of PurePressure will be obligated to pay $1 million plus reasonable enforcement costs Agrify Corporation. If Agrify Corporation fails to consummate the Proposed Transaction by the Exclusivity Termination Date or ceases negotiations pursuant to the letter of intent other than in certain specified circumstances, then Agrify Corporation will be obligated to pay $1 million plus reasonable enforcement costs to PurePressure. During the period between the signing of the letter of intent and the Exclusivity Termination Date, PurePressure and the Members agreed that neither they nor their affiliates will, among other things, solicit, initiate or participate in discussions or negotiations with any other party concerning a transaction similar to the Proposed Transaction.

The transaction is contingent on customary closing conditions, including satisfactory due diligence and the negotiation of a definitive acquisition agreement. The respective boards of directors of the PurePressure and Agrify have approved this agreement. The transaction is expected to close by the end of December 2021, and the acquisition is expected to be accretive in early 2022. Clement Hayes of Block45 Legal acted as legal advisor to PurePressure. Frank A. Segall of Burns & Levinson acted as legal advisor to Agrify.

Agrify Corporation (NasdaqCM:AGFY) completed the acquisition of PurePressure, LLC from Benjamin Britton, Joshua Rutherford, Eric Vlosky, Scott Christensen, Kyle Manuel, Alicia Britton, John Harned on December 31, 2021.