SECOND AMENDED AND RESTATED GUARANTYGuaranty • November 17th, 2023 • Akerna Corp. • Finance services • New York
This SECOND AMENDED AND RESTATED GUARANTY, dated as of November 15, 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”).
SECOND AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 17th, 2023 • Akerna Corp. • Finance services • New York
This SECOND AMENDED AND RESTATED 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 November 15, 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”).
SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 17th, 2023 • Akerna Corp. • Finance services • New York
WHEREAS, the Company is party to that certain Second Amended and Restated Secured Promissory Note, dated as of November 15, 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 in the amount of $1,650,000;
WAIVERWaiver • November 17th, 2023 • Akerna Corp. • Finance services • New York
This Waiver (this “Waiver”) is entered into as of November 15, 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:
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2023 • Akerna Corp. • Finance services • Delaware
This Second Amendment to Securities Purchase Agreement (this “Amendment #2”), is dated as of November 15th, 2023, by and among Akerna Corp., a Delaware corporation (“Seller”), Akerna Canada Ample Exchange Inc., an Ontario corporation and a wholly owned subsidiary of Seller (“ExchangeCo”), and MJ Acquisition Corp., a Delaware corporation (the “Buyer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SPA (as defined below).
