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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 |
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
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 |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/23 | ||||
Filed as of: | 11/7/23 | |||
Filed on: | 11/6/23 | |||
For Period end: | 10/27/23 | 4, 8-K | ||
List all Filings |
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 |