Common use of Successorship Transaction Clause in Contracts

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Control Transaction: (a) in which Akerna merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares are acquired by, one or more other corporations to which Akerna is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and (c) in which all or substantially all of the then outstanding Akerna Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Control Transaction, owns or controls, directly or indirectly, Akerna; then all references herein to “Akerna” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Control Transaction and the Akerna Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 34, in the event of an Akerna Control a Parent Extraordinary Transaction: (a) in which Akerna merges Parent merges, combines or amalgamates with, or in which all or substantially all of the then outstanding Akerna Parent Shares are acquired by, one or more other corporations to which Akerna Parent is, immediately before such merger, combination, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and (c) in which all or substantially all of the then outstanding Akerna Parent Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Control Parent Extraordinary Transaction, owns or controls, directly or indirectly, AkernaParent; then all references herein to “AkernaParent” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Parent Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or this Agreement including the exchange of such shares pursuant to the Voting and Exchange Trust this Agreement immediately subsequent to the Akerna Control Parent Extraordinary Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or this Agreement including the exchange of such shares pursuant to the Voting and Exchange Trust this Agreement had occurred immediately prior to the Akerna Control Parent Extraordinary Transaction and the Akerna Control Parent Extraordinary Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 310, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, Akerna; then Acquiror; (i) all references herein to “AkernaAcquiror” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Acquiror Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust this Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust this Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares this Agreement and without any further action required; and (ii) Acquiror shall cause the Other Corporation to deposit one or more voting securities of such Other Corporation to allow Beneficiaries to exercise voting rights in respect of the Other Corporation substantially similar to those provided for in this Agreement.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a Parent Control Transaction: (a) in which Akerna the Parent merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Parent Shares are acquired by, one or more other corporations to which Akerna the Parent is, immediately before such merger, amalgamation or acquisition, “"related” " within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Parent Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or another corporation (the “"Other Corporation”") that, immediately after such Akerna Parent Control Transaction, owns or controls, directly or indirectly, Akernathe Parent; then all references herein to “Akerna” "the Parent" shall thereafter be and be deemed to be references to “"Other Corporation” " and all references herein to “Akerna "Parent Shares” " shall thereafter be and be deemed to be references to “"Other Shares” " (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 4 of the Plan of Arrangement Exchange Agreement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Parent Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 4 of the Plan of ArrangementExchange Agreement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Parent Control Transaction and the Akerna Parent Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a Parent Control Transaction: (a) in which Akerna merges Parent merges, combines or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares Delaware Common Stock are acquired by, one or more other corporations to which Akerna Parent is, immediately before such merger, combination, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and (c) in which all or substantially all of the then outstanding Akerna Shares Delaware Common Stock are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Parent Control Transaction, owns or controls, directly or indirectly, AkernaParent; then all references herein in this Agreement to “AkernaParent” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein in this Agreement to “Akerna SharesDelaware Common Stock” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Parent Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of ArrangementProvisions, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Parent Control Transaction and the Akerna Parent Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3Section 26.12, in the event of an Akerna a Parent Control Transaction: (ai) in which Akerna Parent merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares Delaware Common Stock are acquired by, by one or more other corporations to which Akerna Parent is, immediately before such merger, amalgamation or acquisition, “related” related within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (bii) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date such term in the Exchangeable Share ProvisionsSection 26.1(a); and (ciii) in which all or substantially all of the then outstanding Akerna Shares Delaware Common Stock are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Parent Control Transaction, owns or controls, directly or indirectly, AkernaParent; then all references herein to “AkernaParent” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna SharesDelaware Common Stock” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption redemption, retraction or retraction purchase of such shares pursuant to the these Exchangeable Share Provisions or Provisions, the Plan of Arrangement or the exchange of such shares pursuant to Support Agreement and the Voting and Exchange Trust Agreement (as applicable) immediately subsequent to the Akerna Parent Control Transaction Transaction, being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption redemption, retraction or retraction purchase of such shares pursuant to the these Exchangeable Share Provisions or Provisions, the Plan of Arrangement, or the exchange of such shares pursuant to Support Agreement and the Voting and Exchange Trust Agreement (as applicable), had occurred immediately prior to the Akerna Parent Control Transaction and the Akerna Parent Control Transaction was completed) ), but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, AkernaAcquiror; then all references herein to “AkernaAcquiror” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Acquiror Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna RG Control Transaction: (a) in which Akerna merges XX xxxxxx or amalgamates with, or in which all or substantially all of the then outstanding Akerna RG Shares are acquired by, one or more other corporations to which Akerna RG is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna RG Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna RG Control Transaction, owns or controls, directly or indirectly, AkernaRG; then all references herein to “AkernaRG” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna RG Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna RG Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna RG Control Transaction and the Akerna RG Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna RTO Acquiror Control Transaction: (a) in which Akerna RTO Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna RTO Acquiror Shares are acquired by, one or more other corporations to which Akerna RTO Acquiror is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna RTO Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna RTO Acquiror Control Transaction, owns or controls, directly or indirectly, AkernaRTO Acquiror; then all references herein to “AkernaRTO Acquiror” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna RTO Acquiror Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna RTO Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna RTO Acquiror Control Transaction and the Akerna RTO Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “related” ’’ within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, Akerna; Acquiror, then all references herein to “Akerna” Acquiror’’ shall thereafter be and be deemed to be references to “Other Corporation” ’’ and all references herein to “Akerna Acquiror Shares” shall thereafter be and be deemed to be references to “Other Shares” ’’ (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Control a D-Wave Quantum Extraordinary Transaction: (a) in which Akerna merges D-Wave Quantum merges, combines or amalgamates with, or in which all or substantially all of the then outstanding Akerna D-Wave Quantum Shares are acquired by, one or more other corporations to which Akerna D-Wave Quantum is, immediately before such merger, combination, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and (c) in which all or substantially all of the then outstanding Akerna D-Wave Quantum Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Control D-Wave Quantum Extraordinary Transaction, owns or controls, directly or indirectly, AkernaD-Wave Quantum; then all references herein to “AkernaD-Wave Quantum” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna D-Wave Quantum Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Control D-Wave Quantum Extraordinary Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of ArrangementProvisions, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Control D-Wave Quantum Extraordinary Transaction and the Akerna Control D-Wave Quantum Extraordinary Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including including, without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a Parent Control Transaction: (a) in which Akerna the Parent merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Parent Shares are acquired by, one or more other corporations to which Akerna the Parent is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Parent Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Parent Control Transaction, owns or controls, directly or indirectly, Akernathe Parent; then all references herein to “Akernathe Parent” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Parent Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 4 of the Plan of Arrangement Exchange Agreement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Parent Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 4 of the Plan of ArrangementExchange Agreement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Parent Control Transaction and the Akerna Parent Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 310, in the event of an Akerna Acquirer Control Transaction: (a) in which Akerna Acquirer merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquirer Shares are acquired by, one or more other corporations to which Akerna Acquirer is, immediately before such merger, amalgamation or acquisition, “"related” " within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquirer Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or of another corporation (the “"Other Corporation”") that, immediately after such Akerna Acquirer Control Transaction, owns or controls, directly or indirectly, Akerna; then Acquirer; (i) all references herein to “Akerna” "Acquirer" shall thereafter be and be deemed to be references to “"Other Corporation” " and all references herein to “Akerna "Acquirer Shares” " shall thereafter be and be deemed to be references to “"Other Shares” " (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust this Agreement immediately subsequent to the Akerna Acquirer Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust this Agreement had occurred immediately prior to the Akerna Acquirer Control Transaction and the Akerna Acquirer Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares this Agreement and without any further action required; and (ii) Acquirer shall cause the Other Corporation to deposit one or more voting securities of such Other Corporation to allow Beneficiaries to exercise voting rights in respect of the Other Corporation substantially similar to those provided for in this Agreement.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Bionik US Control Transaction: (ai) in which Akerna Bionik US merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Bionik US Shares are acquired by, one or more other corporations to which Akerna Bionik US is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) ITA (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (bii) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (ciii) in which all or substantially all of the then outstanding Akerna Bionik US Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Bionik US Control Transaction, owns or controls, directly or indirectly, AkernaBionik US; then all references herein to “AkernaBionik US” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Bionik US Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Bionik US Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of ArrangementProvisions, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Bionik US Control Transaction and the Akerna Bionik US Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3Section 12, in the event of an Akerna Control Transaction: (ai) in which Akerna merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares are acquired by, by one or more other corporations to which Akerna is, immediately before such merger, amalgamation or acquisition, “related” related within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (bii) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date such term in the Exchangeable Share ProvisionsSection 1(a); and (ciii) in which all or substantially all of the then outstanding Akerna Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Control Transaction, owns or controls, directly or indirectly, Akerna; then all references herein to “Akerna” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the these Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the these Exchangeable Share Provisions or the Plan of Arrangement, Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Control Transaction and the Akerna Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 34, in the event of an Akerna a SPAC Control Transaction: (a) in which Akerna SPAC merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna SPAC Shares are acquired by, one or more other corporations to which Akerna SPAC is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna SPAC Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna SPAC Control Transaction, owns or controls, directly or indirectly, AkernaSPAC; then all references herein to “AkernaSPAC” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna SPAC Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares Beneficiary on the exchange, redemption or retraction of such shares Exchangeable Shares pursuant to Section 7 of the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna SPAC Control Transaction being entitled to receive that number of Other Shares equal to the number of Other SPAC Shares such holder of Exchangeable Shares Beneficiary would have received if the exchange, redemption or retraction of such shares Exchangeable Shares pursuant to Section 7 of the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna SPAC Control Transaction and the Akerna SPAC Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3Section 12, in the event of an Akerna a Vail Control Transaction: (ai) in which Akerna Vail merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Vail Shares are acquired by, by one or more other corporations to which Akerna Vail is, immediately before such merger, amalgamation or acquisition, “related” related within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (bii) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date such term in the Exchangeable Share ProvisionsSection 1(a); and (ciii) in which all or substantially all of the then outstanding Akerna Vail Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Vail Control Transaction, owns or controls, directly or indirectly, AkernaVail; then all references herein to “AkernaVail” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Vail Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the these Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Vail Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the these Exchangeable Share Provisions or the Plan of Arrangement, Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Vail Control Transaction and the Akerna Vail Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a United Royale Control Transaction: (a) in which Akerna United Royale merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna United Royale Shares are acquired by, one or more other corporations to which Akerna United Royale is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna United Royale Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna United Royale Control Transaction, owns or controls, directly or indirectly, AkernaUnited Royale; then all references herein to “AkernaUnited Royale” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna United Royale Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna United Royale Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna United Royale Control Transaction and the Akerna United Royale Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “"related” '' within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or another corporation (the “"Other Corporation”") that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, Akerna; Acquiror, then all references herein to “Akerna” "Acquiror'' shall thereafter be and be deemed to be references to “"Other Corporation” '' and all references herein to “Akerna "Acquiror Shares” " shall thereafter be and be deemed to be references to “"Other Shares” '' (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Control a Parent Extraordinary Transaction: (a) in which Akerna merges Parent merges, combines or amalgamates with, or in which all or substantially all of the then outstanding Akerna Parent Shares are acquired by, one or more other corporations to which Akerna Parent is, immediately before such merger, combination, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and (c) in which all or substantially all of the then outstanding Akerna Parent Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Control Parent Extraordinary Transaction, owns or controls, directly or indirectly, AkernaParent; then all references herein to “AkernaParent” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Parent Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions Provisions, the Voting and Exchange Trust Agreement or the Plan of Arrangement or this Agreement, including the exchange of such shares pursuant to the Voting and Exchange Trust Agreement or this Agreement immediately subsequent to the Akerna Control Transaction Parent Extraordinary Transaction, being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of ArrangementProvisions, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement or this Agreement had occurred immediately prior to the Akerna Control Parent Extraordinary Transaction and the Akerna Control Parent Extraordinary Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a Vail Control Transaction: (a) in which Akerna Vail merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Vail Shares are acquired by, one or more other corporations to which Akerna Vail is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and (c) in which all or substantially all of the then outstanding Akerna Vail Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Vail Control Transaction, owns or controls, directly or indirectly, AkernaVail; then all references herein to “AkernaVail” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Vail Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Vail Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Vail Control Transaction and the Akerna Vail Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Common Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “"related” '' within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Common Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or another corporation (the “"Other Corporation”") that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, Akerna; Acquiror, then all references herein to “Akerna” "Acquiror'' shall thereafter be and be deemed to be references to “"Other Corporation” '' and all references herein to “Akerna "Acquiror Common Shares” " shall thereafter be and be deemed to be references to “"Other Shares” '' (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 310, in the event of an Akerna a Trust Control Transaction: (a) in which Akerna merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares are acquired by, one or more other corporations to which Akerna is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of "Redemption Date in the Exchangeable Share ProvisionsDate"; and (cb) in which all or substantially all of the then outstanding Akerna Shares Enerplus Units are converted into or exchanged for shares securities or rights to receive such shares securities (the “"Other Shares”Securities") or of another corporation entity (the “"Other Corporation”Entity") that, immediately after such Akerna Trust Control Transaction, owns or controls, directly or indirectly, Akerna; then Enerplus; (i) all references herein to “Akerna” the "Enerplus" shall thereafter be and be deemed to be references to “"Other Corporation” Entity" and all references herein to “Akerna Shares” "Enerplus Units" shall thereafter be and be deemed to be references to “"Other Shares” Securities" (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares Securities on the exchange, redemption or retraction of such shares Exchangeable Securities pursuant to the Exchangeable Share Securities Provisions or the Plan of Arrangement or the exchange of such shares Exchangeable Securities pursuant to the Voting and Exchange Trust this Agreement immediately subsequent to the Akerna Trust Control Transaction being entitled to receive that number of Other Shares Securities equal to the number of Other Shares Securities such holder of Exchangeable Shares Securities would have received if the exchange, redemption or retraction of such shares Exchangeable Securities pursuant to the Exchangeable Share Provisions or the Plan of ArrangementSecurities Provisions, or the exchange of such shares Exchangeable Securities pursuant to the Voting and Exchange Trust this Agreement had occurred immediately prior to the Akerna Trust Control Transaction and the Akerna Trust Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares this Agreement and without any further action required; and (ii) Enerplus shall cause the Other Entity to deposit one or more voting securities of such Other Entity to allow Beneficiaries to exercise voting rights in respect of the Other Entity substantially similar to those provided for in this Agreement.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “"related” '' within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or another corporation (the “"Other Corporation”") that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, Akerna; Acquiror, then all references herein to “Akerna” "Acquiror'' shall thereafter be and be deemed to be references to “"Other Corporation” '' and all references herein to “Akerna "Acquiror Shares” " shall thereafter be and be deemed to be references to “"Other Shares” '' (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a Molycorp Control Transaction: (a) in which Akerna Molycorp merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Molycorp Shares are acquired by, one or more other corporations to which Akerna Molycorp is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Molycorp Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Molycorp Control Transaction, owns or controls, directly or indirectly, AkernaMolycorp; then all references herein to “AkernaMolycorp” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Molycorp Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Molycorp Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Molycorp Control Transaction and the Akerna Molycorp Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna a Parent Control Transaction: (a) in which Akerna Parent merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Parent Shares are acquired by, one or more other corporations to which Akerna Parent is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Canadian Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Parent Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or of another corporation (the “Other Corporation”) that, immediately after such Akerna Parent Control Transaction, owns or controls, directly or indirectly, AkernaParent; then all references herein to “AkernaParent” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Parent Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Parent Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Parent Control Transaction and the Akerna Parent Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article Section 3, in the event of an Akerna a Rockford Control Transaction: (a) in which Akerna Rockford merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Rockford Shares are acquired by, one or more other corporations to which Akerna Rockford is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Rockford Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Rockford Control Transaction, owns or controls, directly or indirectly, AkernaRockford; then all references herein to “AkernaRockford” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Akerna Rockford Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Rockford Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Rockford Control Transaction and the Akerna Rockford Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 310, in the event of an Akerna a Trust Control Transaction: (a) in which Akerna merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares are acquired by, one or more other corporations to which Akerna is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of "Redemption Date in the Exchangeable Share ProvisionsDate"; and (cb) in which all or substantially all of the then outstanding Akerna Shares Enerplus Units are converted into or exchanged for shares securities or rights to receive such shares securities (the “"Other Shares”Securities") or of another corporation entity (the “"Other Corporation”Entity") that, immediately after such Akerna Trust Control Transaction, owns or controls, directly or indirectly, AkernaEnerplus; then (i) all references herein to “Akerna” the "Enerplus" shall thereafter be and be deemed to be references to “"Other Corporation” Entity" and all references herein to “Akerna Shares” "Enerplus Units" shall thereafter be and be deemed to be references to “"Other Shares” Securities" (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares Securities on the exchange, redemption or retraction of such shares Exchangeable Securities pursuant to the Exchangeable Share Securities Provisions or the Plan of Arrangement or the exchange of such shares Exchangeable Securities pursuant to the Voting and Exchange Trust this Agreement immediately subsequent to the Akerna Trust Control Transaction being entitled to receive that number of Other Shares Securities equal to the number of Other Shares Securities such holder of Exchangeable Shares Securities would have received if the exchange, redemption or retraction of such shares Exchangeable Securities pursuant to the Exchangeable Share Provisions or the Plan of ArrangementSecurities Provisions, or the exchange of such shares Exchangeable Securities pursuant to the Voting and Exchange Trust this Agreement had occurred immediately prior to the Akerna Trust Control Transaction and the Akerna Trust Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares this Agreement and without any further action required; and (ii) Enerplus shall cause the Other Entity to deposit one or more voting securities of such Other Entity to allow Beneficiaries to exercise voting rights in respect of the Other Entity substantially similar to those provided for in this Agreement.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Common Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “related” ’’ within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Common Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) or another corporation (the “Other Corporation”) that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, Akerna; Acquiror, then all references herein to “Akerna” Acquiror’’ shall thereafter be and be deemed to be references to “Other Corporation” ’’ and all references herein to “Akerna Acquiror Common Shares” shall thereafter be and be deemed to be references to “Other Shares” ’’ (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding Article 2 and the foregoing provisions of this Article 3, in the event of an Akerna a Trust Control Transaction: (a) in which Akerna merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Shares are acquired by, one or more other corporations to which Akerna is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of "Redemption Date in the Exchangeable Share ProvisionsDate"; and (cb) in which all or substantially all of the then outstanding Akerna Shares Enerplus Units are converted into or exchanged for shares securities or rights to receive such shares securities (the “"Other Shares”Securities") or of another corporation person (the “"Other Corporation”Entity") that, immediately after such Akerna Trust Control Transaction, owns or controls, directly or indirectly, AkernaEnerplus; then all references herein to “Akerna” the "Enerplus" shall thereafter be and be deemed to be references to “the "Other Corporation” Entity" and all references herein to “Akerna Shares” "Enerplus Units" shall thereafter be and be deemed to be references to “the "Other Shares” Securities" (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares FLP B Units on the exchange, redemption or retraction of such shares securities pursuant to the Exchangeable Share Securities Provisions or the Plan of Arrangement or the exchange of such shares securities pursuant to the Voting and Exchange Trust Enerplus Agreement immediately subsequent to the Akerna Trust Control Transaction being entitled to receive that number of Other Shares Securities equal to the number of Other Shares Securities such holder of Exchangeable Shares FLP B Units would have received if the exchange, redemption or retraction of such shares securities pursuant to the Exchangeable Share Securities Provisions or the Plan of Arrangement, or the exchange of such shares securities pursuant to the Voting and Exchange Trust Enerplus Agreement had occurred immediately prior to the Akerna Trust Control Transaction and the Akerna such Trust Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares FLP B Units and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquirer Control Transaction: (a) in which Akerna Acquirer merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquirer Shares are acquired by, one or more other corporations to which Akerna Acquirer is, immediately before such merger, amalgamation or acquisition, “"related” " within the meaning of the Income Tax Act (Canada) ITA (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquirer Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or of another corporation (the “"Other Corporation”") that, immediately after such Akerna Acquirer Control Transaction, owns or controls, directly or indirectly, AkernaAcquirer; then all references herein to “Akerna” "Acquirer" shall thereafter be and be deemed to be references to “"Other Corporation” " and all references herein to “Akerna "Acquirer Shares” " shall thereafter be and be deemed to be references to “"Other Shares” " (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquirer Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquirer Control Transaction and the Akerna Acquirer Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of an Akerna Acquiror Control Transaction: (a) in which Akerna Acquiror merges or amalgamates with, or in which all or substantially all of the then outstanding Akerna Acquiror Shares are acquired by, one or more other corporations to which Akerna Acquiror is, immediately before such merger, amalgamation or acquisition, “"related” " within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (iib) of the definition of Redemption Date in the Exchangeable Share Provisionsthat definition; and (c) in which all or substantially all of the then outstanding Akerna Acquiror Shares are converted into or exchanged for shares or rights to receive such shares (the “"Other Shares”") or of another corporation (the “"Other Corporation”") that, immediately after such Akerna Acquiror Control Transaction, owns or controls, directly or indirectly, AkernaAcquiror; provided that, for greater certainty, the proposed reorganization of Acquiror, as publicly disclosed by Acquiror on January 2, 2002 and as generally described in the draft registration statement filed by the Acquiror with the United States Securities and Exchange Commission on or about such date, as amended or supplemented from time to time, shall constitute such an Acquiror Control Transaction for purposes hereof, then all references herein to “Akerna” "Acquiror" shall thereafter be and be deemed to be references to “"Other Corporation” " and all references herein to “Akerna "Acquiror Shares” " shall thereafter be and be deemed to be references to “"Other Shares” " (with appropriate adjustments adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Shares Provisions or Article 5 of the Plan of Arrangement or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Acquiror Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or Article 5 of the Plan of Arrangement, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna Acquiror Control Transaction and the Akerna Acquiror Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.