Nature's Miracle Holding Inc. (NasdaqGM:NMHI) entered into a term sheet to acquire Agrify Corporation (NasdaqCM:AGFY) (Company) for $5.75 million on April 17, 2024. Under the terms of the agreement, Nature's Miracle expects to acquireAgrify through issuing shares of Nature's Miracle common stock which would result in Nature's Miracle wholly owning Agrify. Each shareholder of Agrify would be expected to receive approximately 0.45 of a share of Nature's Miracle common stock for each share of Agrify common stock, subject to customary adjustments. Based on the fully diluted shares outstanding of 15,174,501 (including warrants) and NMHI closing price of $0.93 as of April 16, 2024, AGFY equity is valued at $6,350,528, or $0.4185 per share. Upon closing of the Proposed Merger, Raymond Chang, Chief Executive Officer and Chairman of the Board of Directors of the Company, will assume the role as the President of the Agrify division of Nature?s Miracle and will join the Board of Directors of Nature?s Miracle. In addition to Chang, one other member of the Company?s Board of Directors will join the Board of Directors of Nature?s Miracle upon the closing of the Proposed Merger, who must qualify as an independent director pursuant to the Listing Rules of The Nasdaq Stock Market LLC (?Nasdaq?).

The closing of the Merger is subject to customary conditions precedent including the execution of definitive documentation for the transaction, the completion of mutually satisfactory due diligence, approval of board of directors of the Company and Nature?s Miracle, approval of the shareholders? of the Company, approval of the shareholders of Nature's Miracleand and, if required, Nature?s Miracle, purchase of certain outstanding debt of the Company. The Merger Agreement is expected to be executed on or before May 15, 2024. The Proposed Merger is expected to close no later than six (6) months following the execution of the Merger Agreement.