REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of January, 2018, by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and MTech Sponsor LLC, a Florida limited liability company (the “Sponsor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 17, 2019 between Akerna Corp., a Delaware corporation (f/k/a MTech Acquisition Holdings Inc., the “Company”), and [________________] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of January 29, 2018 is between MTech Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
STOCK ESCROW AGREEMENT, dated as of January 29, 2018 (“Agreement”), by and among MTECH ACQUISITION CORP., a Delaware corporation (“Company”), MTECH SPONSOR LLC, a Florida limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of June 17, 2019, by the undersigned (“Seller”) in favor of and for the benefit of MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Akerna Inc.” (together with its successors, “Pubco”), MJ Freeway LLC, a Colorado limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement, the “Company”), and each of Pubco’s and the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • Colorado
This Employment Agreement (the “Agreement”) is made and entered into as of June 17, 2019 (the “Effective Date”), by and between Jessica Billingsley, an individual (the “Executive”), and Akerna Corp., a corporation formed in the State of Delaware with its principal place of business at 1601 Arapahoe Street, Suite #900, Denver, Colorado 80202, (the “Company”) (each individually, “Party,” collectively, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
In connection with the proposed business combination (the “Transaction”) between MTech Acquisition Corp., a Delaware corporation (the “Company” or “MTech”), and MJ Freeway, LLC, a Colorado limited liability company (“MJF”), pursuant to that certain Agreement and Plan of Merger, dated as of October 10, 2018 (as amended, including on April 17, 2019, the “Transaction Agreement”), by and among MTech, MJF, MTech Acquisition Holdings Inc., a Delaware Corporation (“Pubco”), and the other parties thereto, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), for a purchase price of $10.21 per share (the “Purchase Price”). The Company is offering the shares of Class A Common Stock in a private placement (the “Offering”) in which the Company expects to issue and sell up to an aggregate of 1,485,506 shares of Class A Common Stock pursuant to subscription agreements of even date herewith on substantial
AKERNA CORP. Award AgreementAward Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation
This Award Agreement evidences an Award of shares of Restricted Stock pursuant to the provisions of the Akerna Corp. 2019 Equity Incentive Plan (the “Plan”) to the individual whose name appears below (the “Participant”), pursuant to the provisions of the Plan and on the following express terms and conditions (capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan):
AGREEMENT TO TRANSFER SPONSOR SHARESAgreement to Transfer Sponsor Shares • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation
Reference is made to that certain (i) Subscription Agreement, dated as of [_______], 2019 (the “Subscription Agreement”), by and among MTech Acquisition Corp., a Delaware corporation (the “Company”), MTech Acquisition Holdings Inc., a Delaware corporation (“Pubco”), and the undersigned (the “Transferee”), (ii) Stock Escrow Agreement, dated as of January 28, 2018 (the “Stock Escrow Agreement”), by and among the Company, MTech Sponsor LLC, a Florida limited liability company (the “Sponsor”), and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (“Escrow Agent”), and (iii) the Letter Agreement, dated as of January 28, 2018 (the “Insider Letter”), by and among the Company, EarlyBirdCapital, Inc., as representative of the underwriters thereunder, the Sponsor and Steven Van Dyke. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Subscription Agreement.
AKERNA CORP. Award AgreementAward Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation
This Award Agreement evidences an grant of Stock pursuant to the provisions of the Akerna Corp. 2019 Equity Incentive Plan (the “Plan”) to the individual whose name appears below (the “Participant”), pursuant to the provisions of the Plan and on the following express terms and conditions (capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan):
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of June 17, 2019, by and among (i) MTech Acquisition Corp., a Delaware corporation (together with its successors, the “Company”), (ii) MTech Acquisition Holdings Inc., a Delaware corporation and, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”), a wholly-owned subsidiary of the Company, and which will be known after the Closing as “Akerna Corp.” (“Pubco”), and (iii) MTech Sponsor LLC, a Florida limited liability company (“Sponsor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Merger Agreement).
AKERNA CORP. Award AgreementAward Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation
This Award Agreement evidences an Award of Stock Appreciation Rights pursuant to the provisions of the Akerna Corp. 2019 Equity Incentive Plan (the “Plan”) to the individual whose name appears below (the “Participant”), pursuant to the provisions of the Plan and on the following express terms and conditions (capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan):
AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation
THIS AMENDMENT TO STOCK ESCROW AGREEMENT (this “Amendment”) is made and entered into as of June 17, 2019, by and among (i) MTech Acquisition Corp., a Delaware corporation (together with its successors, the “Company”), (ii) MTech Acquisition Holdings Inc., a Delaware corporation and, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”), a wholly-owned subsidiary of the Company, and which will be known after the Closing as “Akerna Corp.” (“Pubco”), (iii) MTech Sponsor LLC, a Florida limited liability company (“Founder”), and (iv) Continental Stock Transfer & Trust Company, a Delaware corporation, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Stock Escrow Agreement (as defined below) (and if such term is not defined in the Stock Escrow Agreement, then the Merger Agreement).
