EXCHANGE AGREEMENTExchange Agreement • February 13th, 2024 • Akerna Corp. • Finance services • New York
WHEREAS, prior to the date hereof, pursuant to that certain Securities Purchase Agreement, dated as of October 5, 2021, by and between the Company and the investors party thereto (as amended, the “Securities Purchase Agreement”), the Company issued to such investors certain senior secured convertible notes (the “Notes”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 13th, 2024 • Akerna Corp. • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2024, by and among Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), and the purchasers named on Schedule A hereto (the “Purchasers”), and shall become effective as of the Closing Date (as defined below).
ERTC & LIABILITY TRANSFER AGREEMENT FOR AKERNA Corp.Liability Transfer Agreement • February 13th, 2024 • Akerna Corp. • Finance services • Colorado
THIS ERTC & LIABILITY TRANSFER AGREEMENT (“Agreement”) is made and entered into as of February 8, 2024 between Akerna Corp., a Delaware Corporation, (“Transferor”) and Distributionco LLC, a Colorado Limited Liability Company, (“Transferee”) for the voluntary transfer of ERTC receivables payable by Paychex, Inc. and certain liabilities of Transferor, owed by Transferor to the parties identified in this Agreement (“Liabilities”).
RELEASE AND TERMINATION OF SECURITY AGREEMENTSRelease and Termination of Security Agreements • February 13th, 2024 • Akerna Corp. • Finance services • New York
THIS RELEASE AND TERMINATAION OF SECURITY AGREEMENTS (the “Release and Termination”) dated February 8, 2024 is granted and entered into by HT Investments MA LLC, in its capacity as collateral agent (the “Collateral Agent”) under that certain Amended and Restated Security and Pledge Agreement dated as of October 5, 2021 (the “Security Agreement”) related to the issuance of senior secured convertible notes (the “Notes”) by Akerna Corp., a Delaware corporation (the “Company”), acting on behalf of the holders of the Notes (the “Holders”), for the benefit of the Company.
CONSENT AND AGREEMENTConsent and Agreement • February 13th, 2024 • Akerna Corp. • Finance services • New York
This CONSENT AND AGREEMENT (the “Consent”) is made on February 8, 2024 (the “Effective Date”), by and between the undersigned investor (the “Holder”) and Akerna Corp., a Delaware corporation (the “Company”).
RELEASE AND TERMINATION OF SECURITY AGREEMENTSRelease and Termination of Security Agreements • February 13th, 2024 • Akerna Corp. • Finance services • New York
THIS RELEASE AND TERMINATAION OF SECURITY AGREEMENTS (the “Release and Termination”) dated February 8, 2024 is granted and entered into by MJ Acquisition Corp. in its capacity as the secured party (the “Secured Party”) under that certain Second Amended and Restated Security and Pledge Agreement dated as of November 15, 2023 (the “Security Agreement”) related to the issuance of a second amended and restated secured promissory note (the “Note”) by Akerna Corp., a Delaware corporation (the “Company”) in the name of the Secured Party.
SHARE SETTLEMENT AGREEMENTShare Settlement Agreement • February 13th, 2024 • Akerna Corp. • Finance services • Colorado
This SHARE SETTLEMENT AGREEMENT (“Agreement”) is made and entered into by and between Akerna Corp., a Delaware Corporation (“Akerna” or the “Company”), and the signatory named hereto (the “Officer”). The Company and the Officer shall each be referred to as a “Party” and collectively the “Parties”.
AKERNA CORP. AMENDMENT NO. 2 TO EXCHANGE AGREEMENTExchange Agreement • February 13th, 2024 • Akerna Corp. • Finance services • New York
This Amendment No. 2 (the “Second Amendment”) to that certain Exchange Agreement, dated January 27, 2023, by and between Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), and investor signatory thereto (the “Holder”) (the “Exchange Agreement”), is entered into as of this 8th day of February, 2024, by and between the Company and the Holder, with reference to the following facts (capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the Exchange Agreement (as amended hereby) (the “Second Amended Exchange Agreement”):
