Exhibit 10.1


 


AMENDMENT NO. 1 


 


TO THE


 


EXCHANGEABLE SHARE SUPPORT AGREEMENT


 


This AMENDMENT NO. 1 TO
THE EXCHANGEABLE SHARE SUPPORT AGREEMENT (this “Amendment”) is entered into on November 14, 2022, effective
as of November 8, 2022 and amends that certain Exchangeable Share Support Agreement, dated as of July 7, 2020 (the “Agreement”),
by and 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 cororation existing under the laws of the Province of Ontario (“Exchangeco”). Capitalized terms used
and not expressly defined herein shall have the meanings for such terms set forth in the Agreement.


 


Whereas,
pursuant to the terms of the Agreement, holders of Exchangeable Shares were eligible to receive one (1) share in the common stock of Akerna
in exchange for each Exchange Share they held;


 


Whereas,
Akerna effected a reverse stock split of its common stock at a ratio of 20-for-1 (the “Reverse Stock Split”) on November
8, 2022;


 


Whereas,
the parties agree that a change to, or in the rights of the holders of, the Exchangeable Shares whereby holders of Exchangeable Shares
will be entitled to receive one (1) share in the capital stock of Akerna for each twenty (20) Exchangeable Shares would be the same or
an economically equivalent change pursuant to the Reverse Stock Split;


 


Whereas,
the parties have appointed a new Chief Financial Officer, changed addresses and changed outside legal counsel since
the Agreement was effected;


 


Whereas,
the parties desire to amend certain provisions of the Agreement as set forth in this Amendment, which shall become effective as of the
date of this Amendment, to account for the Reverse Stock Split and the changes in contact information;


 


Whereas,
Sections 4.5, 4.4, 4.2 and 2.7(1)(b) of the Agreement provide that the Agreement may be amended or modified in writing
by the parties to the Agreement without the approval by the holders of the Exchangeable Shares (i) for the purposes of ministerial amendments
and (ii) in the event of a consolidation or change of the then outstanding Akerna Shares into a lesser number of Akerna Shares when there
is a same or an economically equivalent change made simultaneously to, or in the rights of the holders of, the Exchangeable Shares;


 






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Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and in accordance with Section 4.4 of the Agreement, the Agreement
is hereby amended, effective as of the date of this Amendment, the parties hereto hereby
agree as follows:


 


		1.	Amendments.



 


		a.	Section 2.1(c) of the Agreement is hereby amended to read in full as follows:



 


“take all such
actions and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable
law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or
the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of Exchangeco
or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of
a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including
without limitation all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to deliver or cause
to be delivered Akerna Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 5,
6 or 7, as the case may be, of the Exchangeable Share Provisions; provided, however, that the obligation to issue Akerna Shares pursuant
to the provisions of Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions shall be modified to account for the
reverse stock split of Akerna Shares at the ratio of 20-for-1 as effected on November 8, 2022, such that one (1) Akerna Share shall be
delivered for every twenty (20) Exchangeable Shares; provided, further, that Akerna does not have an obligation honor a Retraction Request
other than in increments of twenty (20) Exchangeable Shares unless otherwise mathematically required due to the number of Exchangeable
Shares held;”


 


		b.	Section 2.3(a) of the Agreement is hereby amended to read in full as follows:



 


“as is equal
to the number of Akerna Shares issuable pursuant to the provisions of Section 2.1(c) herein; and”


 


		c.	Section 4.9 of the Agreement shall
be deleted in its entirety and replaced with the following:



 









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		4.9	Notices to Parties



 


Any notice and other communications required or
permitted to be given pursuant to this Agreement shall be sufficiently given if delivered in person or if sent by facsimile transmission
(provided such transmission is recorded as being transmitted successfully) to the parties at the following addresses:


 


	 	(a)	In the case of Akerna, at the following address:


 


	 	Akerna Corp.
	 	1550 Larimer Street, #246
	 	Denver, CO 80202
	 	 	 
	 	Attention: 	Dean Ditto, Chief Financial Officer
	 	Email:	dean.ditto@akerna.com
	 	 	 
	 	with copies (which shall not constitute notice) to:
	 	 
	 	Dorsey & Whitney LLP
	 	1400 Wewatta Street, Suite 400
	 	Denver, CO 80202
	 	 
	 	Attention:	Jason K. Brenkert
	 	Email:	brenkert.jason@dorsey.com


  


	 	(b)	In the case of Callco or Exchangeco, at the following address:


 


	 	Akerna Corp.
	 	1550 Larimer Street, #246
	 	Denver, CO 80202
	 	 	 
	 	Attention: 	Dean Ditto, Chief Financial Officer
	 	Email:	dean.ditto@akerna.com
	 	 	 
	 	with copies (which shall not constitute notice) to:
	 	 
	 	Dorsey & Whitney LLP
	 	1400 Wewatta Street, Suite 400
	 	Denver, CO 80202
	 	 
	 	Attention:	Jason K. Brenkert
	 	Email:	brenkert.jason@dorsey.com


  


and such notice or other communication shall be
deemed to have been given and received: (x) if delivered on a Business Day prior to 5:00 p.m. (local time in the place where the notice
or other communication is received), on the date of delivery; or (y) otherwise, on the next Business Day. Either party may change its
address for notice by giving notice to the other parties in accordance with the foregoing provisions.


 


		2.	Effect on the Agreement. Other than as specifically set forth herein, all other terms and provisions
of the Agreement shall remain unaffected by the terms of this Amendment, and shall continue in full force and effect.



 


		3.	Entire Agreement. This Amendment, together with the Agreement as amended hereby, constitutes the
entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter
hereof.



 


[signature page follows]


 






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IN WITNESS WHEREOF,
each of the parties hereto have caused this AMENDMENT NO. 1 TO EXCHANGEABLE SHARE SUPPORT AGREEMENT to be duly executed by their
respective authorized officer as of the date first above written.


 


	 	AKERNA CORP.,
	 	 	 
	 	By:	/s/ Jessica Billingsley
	 	Name:  	Jessica Billingsley
	 	Title:	 Chief Executive Officer
	 	 	 
	 	AKERNA CANADA AMPLE EXCHANGE INC.,
	 	 	 
	 	By:	/s/ Jessica Billingsley
	 	Name:    	Jessica Billingsley
	 	Title: 	Chief Executive Officer
	 	 	 
	 	AKERNA CANADA HOLDINGS INC.
	 	 	 
	 	By:	/s/ Jessica Billingsley
	 	Name: 	Jessica Billingsley
	 	Title: 	Chief Executive Officer


 


SIGNATURE PAGE TO AMENDMENT NO. 1 COMMON STOCK PURCHASE AGREEMENT AND
NOTES