Akerna Corp. Sample Contracts

June 21st, 2019 · Common Contracts · 842 similar
Akerna Corp.REGISTRATION RIGHTS AGREEMENT

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”).

June 21st, 2019 · Common Contracts · 687 similar
Akerna Corp.INDEMNIFICATION AGREEMENT

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”).

October 5th, 2021 · Common Contracts · 339 similar
Akerna Corp.SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 5, 2021, is by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

October 5th, 2021 · Common Contracts · 225 similar
Akerna Corp.REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [ ], 2021, is by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

June 21st, 2019 · Common Contracts · 122 similar
Akerna Corp.WARRANT AGREEMENT

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”).

October 5th, 2021 · Common Contracts · 29 similar
Akerna Corp.AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT

WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of June 9, 2020 (as amended, restated, extended, replaced or otherwise modified from time to time, the “2020 Securities Purchase Agreement”) pursuant to which the Company sold senior secured convertible notes of the Company (“2020 Notes”) to each party listed as a “Buyer” on the Schedule of Buyers attached thereto (the “2020 Buyers”);

October 5th, 2021 · Common Contracts · 18 similar
Akerna Corp.AMENDED AND RESTATED GUARANTY

This AMENDED AND RESTATED GUARANTY, dated as of October ___, 2021 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of HT Investments MA LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).

October 5th, 2021 · Common Contracts · 10 similar
Akerna Corp.VOTING AGREEMENT

VOTING AGREEMENT, dated as of October [●], 2021 (this “Agreement”), by and between Akerna Corp., a Delaware corporation with offices located at 1550 Larimer St. #246, Denver, Colorado 80202 (the “Company”) and [ ] (the “Stockholder”).

June 21st, 2019 · Common Contracts · 7 similar
Akerna Corp.STOCK ESCROW AGREEMENT

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”).

June 21st, 2019 · Common Contracts · 6 similar
Akerna Corp.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

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.

June 21st, 2019 · Common Contracts · 2 similar
Akerna Corp.EMPLOYMENT AGREEMENT

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”).

June 21st, 2019 · Common Contracts · 2 similar
Akerna Corp.SUBSCRIPTION AGREEMENT

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

November 7th, 2018 · Common Contracts · 2 similar
MTech Acquisition Holdings Inc.FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) 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 “[__________]” (together with its successors, “Pubco”), (ii) MTech Sponsor LLC, a Florida limited liability company in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

November 7th, 2018 · Common Contracts · 2 similar
MTech Acquisition Holdings Inc.WAIVER AGREEMENT

This Waiver Agreement (this “Agreement”) is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MJ Freeway LLC, a Colorado limited liability company (the “Company”), and (iii) MTech Sponsor LLC, a Florida limited liability company (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

June 21st, 2019 · Common Contracts · 2 similar
Akerna Corp.AKERNA CORP. Award Agreement

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):

June 21st, 2019 · Common Contracts · 2 similar
Akerna Corp.AGREEMENT TO TRANSFER SPONSOR SHARES

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.

December 23rd, 2019 · Common Contracts · 2 similar
Akerna Corp.EMPLOYEE COVENANT AGREEMENT

This EMPLOYEE COVENANT AGREEMENT (this “Agreement”) is made and entered into on December 17, 2019, by and between MJ FREEWAY, LLC, a Colorado limited liability Company (MJ Freeway, LLC, together with any entity controlled by, controlling, or under common control with, MJ Freeway, LLC, hereinafter referred to as “the Company”) and the undersigned employee (“Employee”).

November 7th, 2018 · Common Contracts · 2 similar
MTech Acquisition Holdings Inc.VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation (“Purchaser”), (ii) MJ Freeway LLC, a Colorado limited liability company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

July 23rd, 2021
Akerna Corp.AKERNA CORP. $25,000,000 COMMON STOCK EQUITY DISTRIBUTION AGREEMENT

Akerna Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:

July 8th, 2020
Akerna Corp.AMENDING AGREEMENT NO. 3 TO ARRANGEMENT AGREEMENT
June 21st, 2019
Akerna Corp.AKERNA CORP. Award Agreement

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):

October 4th, 2021
Akerna Corp.Registration Rights Agreement

This Registration Rights Agreement (this “Agreement”), dated as of October 1, 2021, is made and entered into by and among Akerna Corp, a Delaware corporation (the “Company”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Stock Purchase Agreement (as defined below).

September 21st, 2021
Akerna Corp.STOCK PURCHASE AGREEMENT by and among AKERNA CORP.,

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 13, 2021, is made by and among Akerna Corp., a Delaware corporation (“Buyer”), The Nav People, Inc., a Delaware corporation d/b/a “365 Cannabis”) (the “Company”), and Matthew Dredge, Ian Humphries, Jeff Kiehn, David Walker and Quartermain Investment Holdings Ltd (collectively, the “Sellers”), and Jeff Kiehn as the Seller Representative (as defined below). Buyer, Sellers, the Seller Representative, and the Company will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XIII below.

July 8th, 2020
Akerna Corp.AMENDMENT NO. 2 TO ARRANGEMENT AGREEMENT

JOHN PRENTICE, an individual resident in the Province of Ontario (hereinafter referred to as the “Shareholder Representative”)

July 8th, 2020
Akerna Corp.VOTING AND EXCHANGE TRUST AGREEMENT

THIS VOTING AND EXCHANGE TRUST AGREEMENT made as of July ___, 2020 among Akerna Corp., a corporation existing under the laws of the State of Delaware (“Akerna”), Akerna Canada Holdings Inc., a corporation existing under the laws of the Province of Ontario (“Callco”), Akerna Canada Ample Exchange Inc., a corporation existing under the laws of the Province of Ontario (“Exchangeco”), and Odyssey Trust Company (the “Trustee”).

November 26th, 2019
Akerna Corp.STOCK PURCHASE AGREEMENT by and among

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is dated as of November 25, 2019 (the “Signing Date”), and is by and among (A) Akerna Corp., a Delaware corporation (“Akerna”), (B) the Shareholders party hereto (a list of whom is set forth on Schedule 1 hereto), either by executing a signature page hereto directly or by executing a power of attorney in favor of the Shareholder Representatives who are executing this Agreement on behalf of all Shareholders who have delivered to the Shareholder Representatives an executed power of attorney, (C) Ashesh C. Shah, Lokesh Chugh and Palle Pedersen, each an adult individual (collectively, the “Shareholder Representatives”) in their capacities as Shareholder Representatives and also on behalf of all Shareholders who have delivered to the Shareholder Representatives and executed power of attorney to execute this Agreement on their behalf and (D) Solo Sciences, Inc., a Delaware corporation (the “Company”). Shareholders and, prior to the Closing, t

October 28th, 2020
Akerna Corp.AKERNA, INC. PLACEMENT AGENCY AGREEMENT dated October 28, 2020 PLACEMENT AGENCY AGREEMENT
July 8th, 2020
Akerna Corp.ESCROW AGREEMENT

JOHN PRENTICE, an individual resident in the Province of Ontario (hereinafter referred to as the “Shareholder Representative”);

June 21st, 2019
Akerna Corp.FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

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).

July 8th, 2020
Akerna Corp.AKERNA CORP. – and – Akerna Canada Ample Exchange Inc. – and – JOHN PRENTICE – and – ODYSSEY TRUST COMPANY RIGHTS INDENTURE Providing for the Issue of Certain Contingent Value Rights

NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:

June 21st, 2019
Akerna Corp.AKERNA CORP. Award Agreement

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):

June 21st, 2019
Akerna Corp.AMENDMENT TO STOCK ESCROW AGREEMENT

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).

March 3rd, 2020
Akerna Corp.AMENDMENT TO ARRANGEMENT AGREEMENT

JOHN PRENTICE, an individual resident in the Province of Ontario (hereinafter referred to as the “Shareholder Representative”)

December 18th, 2019
Akerna Corp.ARRANGEMENT AGREEMENT AMONG AKERNA CORP. AND 2732805 Ontario INC. AND ample organics inc. AND john prentice, solely in its capacity as shareholder representative Dated as of DECEMBER 18, 2019

JOHN PRENTICE, an individual resident in the Province of Ontario (hereinafter referred to as the “Shareholder Representative”)

May 21st, 2021
Akerna Corp.AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 10, 2021, is made by and among Akerna Corp., a Delaware corporation (“Buyer”), Navigator Acquisition Corp., a Delaware corporation (“Seller”), and Viridian Sciences, Inc., a Delaware corporation and direct wholly owned Subsidiary of Seller (the “Company”). Buyer, Seller and the Company will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.