EX-10.1
from 8-K
3 pages
Reference Is Made to That Certain Senior Secured Note Due 2025 (As Amended by That Certain Amendment No.1 to Senior Secured Note, Dated as of March 10, 2023, the “Note”), Issued on August 19, 2022 by Agrify Corporation (“Agrify”) to High Trail Special Situations LLC (“High Trail” and Together With Agrify, the “Parties”) Issued Pursuant to That Certain Securities Exchange Agreement, Dated as of August 18, 2022 (The “Exchange Agreement”) Between Agrify and High Trail. the Note Was Previously Issued to High Trail Pursuant to a Securities Exchange Agreement, Dated as of August 18, 2022, Entered Into by and Between the Company and High Trail in Exchange for a Senior Secured Note Issued by the Company to High Trail on March 23, 2022. Accordingly, for Purposes of Rule 144(d)(1), the Holding Period for the Note Commenced on March 23, 2022. All Capitalized Terms Used in This Letter Agreement, but Not Defined Herein, Shall Have the Meanings Ascribed to Such Terms in the Note and the Exchange Agreement. the Parties Hereby Agree That in Exchange for Valuable Consideration, the Sufficiency of Which Is Hereby Acknowledged the Parties Agree as Follows: 1. Securities Act Exemption. the Company and High Trail Are Executing and Delivering This Letter Agreement in Reliance Upon the Exemption From Securities Registration Afforded by Section 3(a)(9) of the Securities Act of 1933, as Amended (The “1933 Act”)
12/34/56
