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Agrify Corp. – ‘8-K’ for 10/27/23 – ‘EX-4.5’

On:  Monday, 11/6/23, at 5:35pm ET   ·   As of:  11/7/23   ·   For:  10/27/23   ·   Accession #:  1213900-23-83943   ·   File #:  1-39946

Previous ‘8-K’:  ‘8-K’ on 10/30/23 for 10/27/23   ·   Next:  ‘8-K’ on 11/8/23 for 11/6/23   ·   Latest:  ‘8-K’ on / for 5/16/24   ·   7 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/07/23  Agrify Corp.                      8-K:1,2,3,810/27/23   19:830K                                   EdgarAgents LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     47K 
 2: EX-4.1      Exchange Warrant                                    HTML    139K 
 3: EX-4.2      Abeyance Warrant                                    HTML    135K 
 4: EX-4.3      Common Stock Purchase Warrant Issued to Mack        HTML     80K 
                Molding Company                                                  
 5: EX-4.4      Amended and Restated Junior Secured Promissory      HTML     13K 
                Note                                                             
 6: EX-4.5      Junior Secured Promissory Note                      HTML     13K 
 7: EX-10.1     Company and Investor Acknowledgment and Release,    HTML     12K 
                Dated as of October 27, 2023                                     
 8: EX-10.2     Letter Agreement, Dated as of October 27, 2023      HTML     25K 
 9: EX-10.3     Modification Agreement, Effective as of October     HTML     60K 
                18, 2023, Between Agrify Corporation and Mack                    
                Molding Company                                                  
10: EX-99.1     Press Release of Agrify Corporation, Dated October  HTML     18K 
                30, 2023                                                         
14: R1          Cover                                               HTML     49K 
17: XML         IDEA XML File -- Filing Summary                      XML     13K 
15: XML         XBRL Instance -- ea187778-8k_agrifycorp_htm          XML     17K 
16: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
12: EX-101.LAB  XBRL Labels -- agfy-20231027_lab                     XML     98K 
13: EX-101.PRE  XBRL Presentations -- agfy-20231027_pre              XML     66K 
11: EX-101.SCH  XBRL Schema -- agfy-20231027                         XSD     14K 
18: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    36K 
19: ZIP         XBRL Zipped Folder -- 0001213900-23-083943-xbrl      Zip    155K 


‘EX-4.5’   —   Junior Secured Promissory Note


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 4.5

 

JUNIOR SECURED promissory NOTE

 

$3,000,000.00 October 27, 2023
  Boston, Massachusetts

 

FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of CP ACQUISITIONS, LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advanced to Maker from time to time up to a maximum of THREE MILLION DOLLARS ($3,000,000.00) in lawful money of the United States of America, under the terms and at the times stated herein.

 

The principal and interest due under this Junior Secured Promissory Note (this “Note”) shall be payable in full on December 31, 2023.

 

This Note may be prepaid, in whole or in part, at any time without any penalty, fee, or premium of any kind.

 

This Note represents a junior security interest in Maker, and such junior security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of this Note, provided that such security interest and any payments due under this Note shall be subordinate to any obligations of and interests granted in those certain senior secured notes previously issued by Maker (the “Senior Secured Notes”).

 

The principal balance outstanding under this Note from time to time shall bear interest at the rate of ten percent (10%) per annum computed on the basis of a 360 day year.

 

Upon the occurrence a payment default, and at all times thereafter until this Note is paid in full, the principal balance of this Note shall bear interest at the default rate of eighteen percent (18%) per annum computed on the basis of a 360 day year.

 

Maker waives presentment, demand, notice, protest, and delay in connection with the delivery, acceptance, performance, collection, and enforcement of this Note.

 

No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on anyone occasion shall not be construed as a bar to or a waiver of any such right and/or remedy on any future occasion.

 

Holder shall be entitled to an award of its reasonable costs and expenses, including, but not limited to, reasonable attorney’s fees, incurred in enforcing and collecting the amounts due under this Note.

 

This Note shall be governed by the laws of the Commonwealth of Massachusetts.

 

Maker will take all reasonably necessary steps to publish and file any financing statements associated with the security interest contained herein under applicable law.

 

This Note is intended to be consolidated, amended and restated and replaced in its entirety with and into certain of the Senior Secured Notes held now or in the future by Holder.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, Maker has executed this Note as a sealed instrument as of the date first hereinabove written.

 

  AGRIFY CORPORATION
   
  By: /s/ Joshua Savitz
  Name: Joshua Savitz
  Title: General Counsel

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/23
Filed as of:11/7/23
Filed on:11/6/23
For Period end:10/27/234,  8-K
 List all Filings 


7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  Agrify Corp.                      10-K/A     12/31/23   12:682K                                   EdgarAgents LLC/FA
 4/15/24  Agrify Corp.                      10-K       12/31/23  121:15M                                    EdgarAgents LLC/FA
 2/14/24  Agrify Corp.                      S-1/A                163:45M                                    EdgarAgents LLC/FA
 2/08/24  Agrify Corp.                      S-1/A                  9:2M                                     EdgarAgents LLC/FA
 1/26/24  Agrify Corp.                      S-1                    3:1.1M                                   EdgarAgents LLC/FA
 1/03/24  Agrify Corp.                      10-Q        9/30/23  103:9.6M                                   EdgarAgents LLC/FA
11/28/23  Agrify Corp.                      10-K       12/31/22  120:12M                                    EdgarAgents LLC/FA
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Filing Submission 0001213900-23-083943   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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