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Agrify, Nature's Miracle Reveal Structure for Previously Announced Merger

The company will combine with a new wholly owned subsidiary of Nature's Miracle.

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Nature's Miracle, a provider of vertical farming technology and infrastructure, and Agrify, a provider of cultivation and extraction solutions for the cannabis industry, announced that both parties have signed a definitive agreement and plan of merger in which a new wholly owned subsidiary of Nature's Miracle will merge with and into Agrify, with Agrify surviving the merger as a wholly owned subsidiary of Nature's Miracle. The signing of the definitive agreement directly follows the previously announced term sheet for the merger.

Agrify shareholders will each be issued 0.45 of a share of Nature's Miracle common stock for each share of Agrify common stock that they hold. Based on the companies' current capitalization, it is anticipated that Agrify shareholders will collectively own approximately 30% of the post-merger common stock of the combined companies. In addition, Nature's Miracle agreed to purchase and guarantee certain senior and junior notes issued by Agrify with a combination of cash and Nature's Miracle stock.

The management teams of Nature's Miracle and Agrify will unite to create a consolidated organization focused on indoor vertical farming supported by a prominent cannabis extraction division. Upon completion of the merger, management will focus on increasing Nature's Miracle's market share supported by the alliance of the core business segments of each company including LED lighting, grow feed, indoor farming control systems, AI enabled technology and software, and operations to source product in Asia and expand manufacturing in the U.S. The transaction is expected to close in the second half of 2024, subject to shareholder approval and other customary closing conditions.

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