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AGRIFY CORPORATION

(AGFY)
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Agrify : VIA ELECTRONIC MAIL (Form 8-K)

09/20/2021 | 04:42pm EDT

VIA ELECTRONIC MAIL

raymond.chang@agrify.com

Mr. Raymond Chang

Managing Director

Agrify Corporation

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

Re: Letter Agreement and Waiver

Dear Mr. Chang:

This letter agreement (the "Letter Agreement") memorializes the agreement of Maxim Group LLC ("Maxim") and Agrify Corporation (the "Company") to amend the terms of that certain Underwriting Agreement, dated January 27, 2021, as previously amended by that certain letter agreement, dated February 16, 2021 (collectively, the "Underwriting Agreement"), between Maxim and the Company.

Pursuant to the Underwriting Agreement, Maxim has a right of first refusal, for a period of twelve (12) months, to act as lead managing underwriter and bookrunner, or lead placement agent, with respect to any and all future public and private equity, equity-linked, convertible and debt offerings of the Company, or any Subsidiary of or successor to the Company, whether with or without or through an underwriter, placement agent or broker-dealer and whether pursuant to registration under the Securities Act or otherwise, subject to the Company's right to include one or more additional co-managers for up to an aggregate of twenty percent (20%) of the economics with respect to such financing (the "ROFR").

Maxim and the Company hereby agree that Maxim shall waive the ROFR 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 this 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 this Letter Agreement, the Underwriting Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.

This Letter Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which shall be deemed to be one and the same instrument. This Letter Agreement shall be binding upon the parties and their respective successors and assigns.

Members FINRA & SIPC

300 Park Ave. * New York, NY 10022 * tel (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

September 14, 2021

Page 2

This Letter Agreement shall be governed by the laws of New York without regard to principles of conflict of laws.

Sincerely,
MAXIM GROUP LLC
By: /s/ Clifford Teller
Name: Clifford Teller
Title: Executive Managing Director, Investment Banking

Accepted and agreed as of the date first written above:

AGRIFY CORPORATION
By: /s/ Raymond Chang
Name: Raymond Chang
Title: Chief Executive Officer
cc: Mitchell Nussbaum, Esq. (mnussbaum@loeb.com)
David Levine, Esq. (dlevine@loeb.com)

Members FINRA & SIPC

300 Park Ave. * New York, NY 10022 * tel (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com

Disclaimer

Agrify Corporation published this content on 20 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2021 20:41:11 UTC.


© Publicnow 2021
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Financials (USD)
Sales 2021 58,0 M - -
Net income 2021 -22,0 M - -
Net Debt 2021 - - -
P/E ratio 2021 -15,6x
Yield 2021 -
Capitalization 373 M 373 M -
Capi. / Sales 2021 6,43x
Capi. / Sales 2022 2,90x
Nbr of Employees 66
Free-Float 88,2%
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Mean consensus BUY
Number of Analysts 4
Last Close Price 18,13 $
Average target price 34,67 $
Spread / Average Target 91,2%
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Managers and Directors
Raymond N. Chang Chairman, President & Chief Executive Officer
Niv Krikov Chief Financial Officer
David Kessler Chief Science Officer
Robert Harrison Chief Operating Officer
Thomas L. Massie Independent Director
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