AKERNA LETTERHEAD]Akerna Corp. • January 27th, 2023 • Services-computer processing & data preparation • Delaware
Reference is made to (i) that certain Securities Purchase Agreement, dated as of the date hereof (the “SPA”), among Akerna Corp., a Delaware corporation (“KERN”), Akerna Canada Ample Exchange Inc., an Ontario corporation (“ExchangeCo”), and POSaBIT Systems Corporation, a British Columbia corporation (“POSaBIT”), and (ii) that certain Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among KERN and High Trail Investments ON LLC (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 27th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
WHEREAS, each Stockholder is the registered and/or direct or indirect beneficial owner of the shares of common stock or preferred stock (“KERN Shares”), stock options, restricted stock units, warrants, or convertible notes (“KERN Convertible Securities”) in the capital of Akerna Corp., a Delaware corporation (“KERN”) set forth opposite such Stockholder’s name in Appendix A hereto (collectively, the “Subject Securities”);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of January 27, 2023, is entered into among Akerna Corp., a Delaware corporation (“Seller”), Akerna Canada Ample Exchange Inc., an Ontario corporation (“ExchangeCo”), and POSaBIT Systems Corporation, a British Columbia corporation (“Buyer”).
AKERNA LETTERHEAD]Merger Agreement • January 27th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Akerna Corp., a Delaware corporation (“KERN”), Akerna Merger Co., a Delaware corporation and a wholly owned subsidiary of KERN (“Merger Sub”) and Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), and (ii) that certain Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among KERN and High Trail Investments ON LLC (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG AKERNA CORP., AKERNA MERGER CO., AND GRYPHON DIGITAL MINING, INC. DATED AS OF JANUARY 27, 2023Agreement and Plan of Merger • January 27th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 27, 2023, is made by and among Akerna Corp., a Delaware corporation (“Acquiror”), Akerna Merger Co., a Delaware corporation and wholly owned direct Subsidiary of Acquiror (“Merger Sub”), and Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”). Each of Acquiror, Merger Sub and the Company may be referred to herein as a “Party” and collectively as the “Parties”.
EXCHANGE AGREEMENTExchange Agreement • January 27th, 2023 • Akerna Corp. • Services-computer processing & data preparation • New York
This Exchange Agreement (the “Agreement”) is entered into as of this 27th day of January, 2023, by and between Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), and the Holder signatory hereto (the “Holder”), with reference to the following facts:
Akerna Corp.Akerna Corp. • January 27th, 2023 • Services-computer processing & data preparation
Reference is hereby made to that certain Securities Purchase Agreement, dated October 5, 2021, by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), the investor signatory hereto (“you” or the “Investor”) and certain other buyers signatory thereto (as amended, the “Securities Purchase Agreement”), pursuant to which you acquired, among other things, certain senior secured convertible notes (as amended, including any senior secured convertible notes issued in exchange therefor, the “Securities”) convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement or the Securities, as applicable.
