Akerna Corp. Sample Contracts

COMMON STOCK PURCHASE WARRANT gryphon digital mining, inc.
Akerna Corp. • May 12th, 2023 • Services-computer processing & data preparation

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Sample 1Sample 2Sample 3See All (1k)
AutoNDA by SimpleDocs
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2022 • Akerna Corp. • Services-computer processing & data preparation

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2022, between Akerna Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Sample 1Sample 2Sample 3See All (1k)
UNDERWRITING AGREEMENT between AKERNA CORP. and as Representative of the Several Underwriters
Underwriting Agreement • July 1st, 2022 • Akerna Corp. • Services-computer processing & data preparation • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 28th Floor New York, New York 10022

Sample 1Sample 2Sample 3See All (1k)
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York

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”).

Sample 1Sample 2Sample 3See All (726)
UNDERWRITER COMMON STOCK PURCHASE WARRANT akerna corp.
Akerna Corp. • July 1st, 2022 • Services-computer processing & data preparation • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [__], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akerna Corp., a corporation incorporated under the laws of the state of Delaware (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Sample 1Sample 2Sample 3See All (669)
COMMON STOCK PURCHASE WARRANT akerna corp.
Akerna Corp. • July 1st, 2022 • Services-computer processing & data preparation • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [__], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akerna Corp., a corporation incorporated under the laws of the state of Delaware (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Sample 1Sample 2Sample 3See All (556)
COMMON STOCK PURCHASE WARRANT akerna corp.
Common Stock Purchase Warrant • June 29th, 2022 • Akerna Corp. • Services-computer processing & data preparation • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [__], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akerna Corp., a corporation incorporated under the laws of the state of Delaware (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Sample 1Sample 2Sample 3See All (489)
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York

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”).

Sample 1Sample 2Sample 3See All (284)
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York

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”).

Sample 1Sample 2Sample 3See All (223)
WARRANT AGREEMENT
Warrant Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York

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”).

Sample 1Sample 2Sample 3See All (89)
INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • Delaware

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”).

Sample 1Sample 2Sample 3See All (74)
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York

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”);

Sample 1Sample 2Sample 3See All (34)
AMENDED AND RESTATED GUARANTY
Guaranty • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York

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).

Sample 1Sample 2Sample 3See All (29)
VOTING AGREEMENT
Voting Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York

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”).

Sample 1Sample 2Sample 3See All (9)
STOCK ESCROW AGREEMENT
Stock Escrow Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York

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”).

Sample 1Sample 2Sample 3See All (7)
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York

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.

Sample 1Sample 2Sample 3See All (6)
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 3rd, 2022 • Akerna Corp. • Services-computer processing & data preparation • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2022, between Akerna Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Sample 1Sample 2Sample 3See All (6)
AGREEMENT AND PLAN OF MERGER among Sphere 3D Corp. and Gryphon Digital Mining, Inc. and Sphere GDM Corp. dated as of June 3, 2021 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of June 3, 2021, is entered into by and among Sphere 3D Corp., an Ontario corporation (“Parent”) (“Public Company”); Sphere GDM Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and Gryphon Digital Mining, Inc., a Delaware corporation (“Merger Partner”).

Sample 1Sample 2Sample 3See All (5)
SECOND AMENDED AND RESTATED GUARANTY
Guaranty • 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”).

Sample 1Sample 2Sample 3See All (4)
BITGO CUSTODIAL SERVICES AGREEMENT
Bitgo Custodial Services Agreement • September 7th, 2023 • Akerna Corp. • Finance services • South Dakota

This Custodial Services Agreement (the “Agreement”) is made as of the later date of the signatures below (the “Effective Date”) by and between:

Sample 1Sample 2Sample 3See All (4)
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Gryphon Digital Mining Inc. (“Purchaser”)
Sales and Purchase Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation

This non-fixed price sales and purchase agreement (this “Agreement”) is made on [April 14, 2021] by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and [Gryphon Digital Mining, Inc] (the “Purchaser”) (UEN: [3951255]), with its principal place of business at [614 N Dupont Hwy, Suite 210, Dover, Delaware, US, 19901].

Sample 1Sample 2Sample 3See All (4)
AKERNA, INC. PLACEMENT AGENCY AGREEMENT dated October 28, 2020 PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • October 28th, 2020 • Akerna Corp. • Services-computer processing & data preparation • New York
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
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.

Sample 1Sample 2Sample 3
SECOND AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination 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”).

Sample 1Sample 2Sample 3
VOTING AND SUPPORT AGREEMENT
Voting 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”);

Sample 1Sample 2Sample 3
SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT
Security 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;

Sample 1Sample 2Sample 3
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 15th, 2023 • Akerna Corp. • Finance services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2023, by and among Akerna Corp., a Delaware corporation (the “Company”), and MJ Bridge Co., Inc., a Delaware corporation (the “Purchaser”), and shall become effective as of the Closing Date (as defined below).

Sample 1Sample 2
SECURITIES PURCHASE AGREEMENT
Securities 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”).

Sample 1Sample 2
EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • Colorado

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”).

Sample 1Sample 2
WAIVER
Waiver • 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:

Sample 1Sample 2
MASTER SERVICES AGREEMENT
Master Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware

This Master Services Agreement (“Agreement”) effective as of September 12, 2021 (“Effective Date”) is between CORE SCIENTIFIC, INC. (“Company”) and GRYPHON DIGITAL MINING, INC. (“Client”).

Sample 1Sample 2
AMENDMENT NO. 3 TO PROMISSORY NOTE and SECURITY AGREEMENT
Note and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware

This AMENDMENT TO PROMISSORY NOTE and SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Lender”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Borrower”, and Lender and Borrower, each a “Party” and collectively the “Parties”).

Sample 1Sample 2
AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENT
Sub-License and Delegation Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware

This AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENT (this “Amendment”) is made and entered into as of December 29. 2021 by and among Sphere 3D Corp., an Ontario corporation (“Sphere”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”, and Sphere and Gryphon, each a “Party” and collectively the “Parties”).

Sample 1Sample 2
SUB-LICENSE AND DELEGATION AGREEMENT
Master Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware

This Sub-License and Delegation Agreement (this “Agreement”), dated as of 10/5/2021, 2021, is entered into by and between Gryphon Digital Mining, Inc. (“Gryphon”) and Sphere 3D Corp. (“Sphere”), and relates to that certain Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, Inc. (“Core”) and Gryphon, and Master Services Agreement Order #2 thereunder (“Order 2”), attached hereto as Exhibits A and B, respectively. Capitalized terms used herein without definition shall have the meanings assigned to them in Order #2.

Sample 1Sample 2
SUBSCRIPTION AGREEMENT
Subscription Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York

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

Sample 1Sample 2
Time is Money Join Law Insider Premium to draft better contracts faster.