GUARANTYGuaranty • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • New York
This GUARANTY, dated as of April 28, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of MJ Acquisition Corp. (the “Secured Party”).
AKERNA LETTERHEAD]Akerna Corp. • May 1st, 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 MJ Acquisition Co (“MJ Acquisition Co”), 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.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • New York
This SUBORDINATION AND INTERCREDITOR AGREEMENT (as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 28, 2023, by and among (a) HT Investments MA LLC, as collateral agent under the Security Agreement (as defined below) (the “Senior Agent”), each on behalf of the respective Senior Lenders (as hereinafter defined) (such Senior Lenders and the Senior Agent, together, the “Senior Creditors”), (b) the Subordinated Creditor (as hereinafter defined), and (c) Akerna Corp. (the “Borrower”, and together with each other Subsidiary and/or Affiliate that becomes obligated to repay indebtedness outstanding under any of the Senior Credit Agreements, each individually a “Credit Party” and collectively, the “Credit Parties”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 1st, 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”);
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • New York
WHEREAS, the Company is party to that certain Secured Promissory Note, dated as of April 28, 2023 (as amended, restated, extended, replaced or otherwise modified from time to time, the “Note”) pursuant to which the Company received a loan from the Secured Party;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of April 28, 2023, is entered into among Akerna Corp., a Delaware corporation (“Seller”), Akerna Canada Ample Exchange Inc., an Ontario corporation (“ExchangeCo”), and MJ Acquisition Corp., a Delaware corporation (“Buyer”).
WAIVERWaiver • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • New York
This Waiver (this “Waiver”) is entered into as of April 28, 2023, by and between Akerna Corp., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which constitutes the “Required Holders” pursuant to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated October 5, 2021 (the “SPA”) with reference to the following facts:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This First Amendment to Agreement and Plan of Merger (this “Amendment”), is dated as of April 28, 2023, by and among Akerna Corp., a Delaware corporation (“Acquiror”), Akerna Merger Co., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), and Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
