0001213900-20-016993 Sample Contracts

AMENDING AGREEMENT NO. 3 TO ARRANGEMENT AGREEMENT
Amending Agreement • July 8th, 2020 • Akerna Corp. • Services-computer processing & data preparation
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AMENDMENT NO. 2 TO ARRANGEMENT AGREEMENT
Arrangement Agreement • July 8th, 2020 • Akerna Corp. • Services-computer processing & data preparation

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

VOTING AND EXCHANGE TRUST AGREEMENT
Voting and Exchange Trust Agreement • July 8th, 2020 • Akerna Corp. • Services-computer processing & data preparation • Ontario

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”).

ESCROW AGREEMENT
Escrow Agreement • July 8th, 2020 • Akerna Corp. • Services-computer processing & data preparation • Ontario

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

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
Rights Indenture • July 8th, 2020 • Akerna Corp. • Services-computer processing & data preparation • Ontario

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:

EXCHANGEABLE SHARE SUPPORT AGREEMENT
Exchangeable Share Support Agreement • July 8th, 2020 • Akerna Corp. • Services-computer processing & data preparation • Ontario

THIS EXCHANGEABLE SHARE SUPPORT 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”), and Akerna Canada Ample Exchange Inc., a corporation existing under the laws of the Province of Ontario (“Exchangeco”).

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