Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


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”).


 


Recitals



 


A. The
Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation
D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act; and;


 


B. The
Purchasers wish to purchase from the Company, and the Company wishes to sell and issue to the Purchasers, upon the terms and subject to
the conditions stated in this Agreement, shares (the “Shares”) of the Company’s preferred stock, par value $0.0001
per share (the “Preferred Stock”), that are convertible into shares of the Company’s common stock, $0.0001 par
value per share (the “Common Stock”); and


 


C. Contemporaneously
with the sale of the Shares hereunder, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached
hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company will agree to
provide certain registration rights in respect of the shares of Common Stock issuable upon conversion of the Shares (the “Conversion
Shares”) under the Securities Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


In consideration of the mutual
promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


ARTICLE I. 

DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Ballard”
means Ballard Spahr LLP, with offices located at 1735 Market Street, 51st Floor, Philadelphia, PA 19103-7599.


 


“Board
of Directors” means the board of directors of the Company.


 






     


     


    

 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day
following the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning ascribed to such term in the recitals.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company
Counsel” means Dorsey & Whitney LLP, with offices located at 1400 Wewatta Street, Suite 400, Denver, CO 80202.


 


“Conversion
Shares” shall have the meaning ascribed to such term in the recitals.


 


“Disclosure
Schedules” means the disclosure schedules of the Company delivered concurrently herewith.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day,
no later than 9:01 a.m. (New York City time) on the date hereof.


 


“Escrow
Agent” means Wilmington Trust, National Association.


 






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“Escrow
Agreement” means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent, and
Holder Representative in connection with the deposit (i) by each Purchaser of the Purchase Price for the purchase of Shares pursuant to
this Agreement and (ii) by the Company of the difference between the aggregate Purchase Price paid by all Purchasers pursuant to this
Agreement and the aggregate Redemption Consideration (as defined in the Series A Certificate of Designation and Series B Certificate of
Designation), in each case, with the Escrow Agent to be applied to the transactions contemplated hereunder, substantially in the form
attached as Exhibit D.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options or other awards to employees, officers, service providers
or directors of the Company pursuant to any stock or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for
services rendered to the Company (or shares of Common Stock issued upon exercise of any such options or awards), and (b) securities upon
the exercise or exchange of or conversion of any Shares issued hereunder and/or other securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended
since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities (other than in connection with stock splits or combinations).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“Financial
Advisor” means A.G.P./Alliance Global Partners.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Hazardous
Materials” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Holder
Representative” shall have the meaning ascribed to such term in Section 4.16.


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(ll).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).


 


“Issuer
Covered Person” means the Company, any of its predecessors, any affiliated issuer, nor, to its knowledge, any director, executive
officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale.


 






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“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).


 


“Per
Share Purchase Price” equals, with respect to each share of Series A Stock and each share of Series B Stock, $9.50 per
share, subject, in each case, to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other
similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” means the Series A Stock and Series B Stock of the Company, each par value $0.0001 per share.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign).


 


“Purchase
Price” means, as to each Purchaser, the aggregate dollar amount to be paid for Shares purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Purchase Price,” in United States
dollars and in immediately available funds.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.7.


 


“Registration
Rights Agreement” shall have the meaning ascribed to such term in the recitals.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in
the future pursuant to the Transaction Documents, including the conversion in full of all shares of Preferred Stock, ignoring any conversion
or exercise limits set forth therein.


 


“Reverse
Stock Split” means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing
of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.


 






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“Reverse
Stock Split Amendment” means the amendment to the Company’s certificate of incorporation that effects the Reverse Stock
Split.


 


“Reverse
Stock Split Date” means the date on which the Reverse Stock Split Amendment is filed with the State of Delaware and the Reverse
Stock Split is consummated and deemed effective by the State of Delaware.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Series
A Certificate of Designation” means the certificate of designation for the Series A Stock to be filed with the State of Delaware,
substantially in the form attached hereto as Exhibit B.


 


“Series
A Stock” means the Company’s Series A Convertible Redeemable Preferred Stock, stated value $10.00 per share.


 


“Series
B Certificate of Designation” means the certificate of designation for the Series B Stock to be filed with the State of Delaware,
substantially in the form attached hereto as Exhibit C.


 


“Series
B Stock” means the Company’s Series B Convertible Redeemable Preferred Stock, stated value $10.00 per share.


 


“Shares”
means the shares of Preferred Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing shares of Common Stock).


 


“Stockholder
Approval” means the Company’s stockholders approval of the Reverse Stock Split, pursuant to the Delaware General Corporation
Law.


 






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“Subscription
Amount” means, as to each Purchaser, the aggregate dollar amount of Shares purchased hereunder as specified below such Purchaser’s
name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in
immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Series A Certificate of Designation,
the Series B Certificate of Designation, and all exhibits and schedules thereto and hereto and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing
address of One State Street Plaza, 1 State Street, 30th Floor, New York, NY 10004, and any successor transfer agent of the
Company.


 


ARTICLE II. 

PURCHASE AND SALE


 


2.1 Closing. On
the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell, and the
Purchasers, severally and not jointly, agree to purchase, 400,000 shares of Series A Stock and 100,000 shares of Series B Stock.
The Purchase Price as set forth on the signature page hereto executed by each Purchaser shall be made available for “Delivery
Versus Payment” settlement with the Company or its designees as described below. The Company shall deliver to each Purchaser
its Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in
Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the
Closing shall occur at the offices of Ballard or such other location as the parties shall mutually agree. Unless otherwise directed
by the Financial Advisor, settlement of the Shares shall occur via “Delivery Versus Payment (i.e., on the Closing Date, the
Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent or the
Company directly to each such Purchaser’s account at the Financial Advisor identified by each Purchaser; upon receipt of such
Shares, payment therefor shall be made by the applicable Purchaser by wire transfer to the Escrow Agent).


 






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2.2 Deliveries.


 


(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i) this
Agreement duly executed by the Company;


 


(ii) a
legal opinion of Company Counsel, in a form reasonably acceptable to the Purchaser and the Financial Advisor;


 


(iii) the
Escrow Agent’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial
Officer;


 


(iv) the
Registration Rights Agreement duly executed by the Company, substantially in the form attached hereto as Exhibit A;


 


(v) the
Escrow Agreement duly executed by the Company and the Escrow Agent;


 


(vi) a
certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, in form and
substance reasonably acceptable to the Purchaser and the Financial Advisor;


 


(vii) a
certificate executed by the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the
Purchaser and the Financial Advisor;


 


(viii) at
the Purchaser’s election, (a) a stock certificate in the name of the Purchaser representing the Shares or (b) a certified copy of
the Company’s book entry ledger containing entries showing the Purchaser is recorded as the owner of the Shares; and


 


(ix) evidence
of the filing with the State of Delaware of the Series A Certificate of Designation and the Series B Certificate of Designation, substantially
in the forms attached hereto as Exhibit B and Exhibit C, respectively.


 


(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i) this
Agreement duly executed by such Purchaser; and


 


(ii) such
Purchaser’s Purchase Price by wire transfer to the account specified in the Escrow Agreement.


 






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2.3 Closing
Conditions.


 


(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and


 


(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed
in all material respects;


 


(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv) the
Company shall have filed with the State of Delaware, and the State of Delaware shall have provided evidence of acceptance of, the Series
A Certificate of Designation and the Series B Certificate of Designation;


 


(v) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(vi) from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
makes it impracticable or inadvisable to purchase the Shares at the Closing.


 






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ARTICLE III. 

REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities.


 


(b) Organization
and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, or financial condition of the Company and the Subsidiaries, taken as a whole, or
(iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under
any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a change in the market
price or trading volume of the Common Stock alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect. No Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.


 






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(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Subject
to the Stockholder Approval, the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and
the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection
herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


 


(d) No
Conflicts. Subject to the Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the other
Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) except as set forth on Schedule 3.1(d),
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in
the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Required Approvals (as defined below), conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound
or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material
Adverse Effect.


 






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(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing of the Series A Certificate
of Designation and Series B Certificate of Designation, (ii) filings pursuant to applicable state and federal securities laws, and (iii)
the registration statement required to be filed by the Registration Rights Agreement (collectively, the “Required Approvals”).


 


(f) Issuance
of the Shares. The Shares have been duly authorized and, subject to the Stockholder Approval, when issued and paid for in accordance
with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities
laws. Subject to the Stockholder Approval and the consummation of the Reverse Stock Split, the Company has reserved from its duly authorized
capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The Company is eligible to use Form S-3
under the Securities Act, subject to applicable limitations under Instruction I.B.6 of Form S-3.


 


(g) Capitalization.
The Company has an authorized and outstanding capitalization as of the date hereof as set forth on Schedule 3.1(g), which schedule
shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the
date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act other
than pursuant to the exercise or vesting of employee stock Awards (as defined below) under the Company Incentive Plans (as defined
below). The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued,
fully paid and non-assessable. Except as set forth in Schedule 3.1(g), there are no options, warrants, agreements, contracts, rights
to subscribe to, calls or commitments of any character relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or other rights in existence to purchase or acquire from the Company or any Subsidiary of the
Company any shares of the capital stock of the Company or any Subsidiary of the Company, or contracts, commitments, understandings,
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, Common
Stock Equivalents or capital stock of the Company or any Subsidiary, subject to the grant of Awards consistent with past practices.
No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. The description of the Company’s stock option, stock bonus and other
stock plans or incentive award arrangements (the “Company Incentive Plans”), and the share awards, stock options or
other rights and awards granted thereunder (collectively, the “Awards”), set forth in the SEC Reports accurately and
fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and
rights. Each grant of an Award (A) was duly authorized no later than the date on which the grant of such Award was by its terms to
be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a
duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written
consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and (B) was
made in accordance with the terms of the applicable Company Incentive Plan, and all applicable laws and regulatory rules or
requirements, including all applicable federal securities laws. Except as set forth on Schedule 3.1(g), the issuance and sale of the
Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than
the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or
reset price under any of such securities. Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments
of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security
or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth on Schedule 3.1(g), there are no
outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to
redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are
duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable federal and state
securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of
Directors or others is required for the issuance and sale of the Shares. There are no stockholder agreements, voting agreements or
other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the
Company’s knowledge, between or among any of the Company’s stockholders.


 






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(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by the Company under Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including all exhibits thereto and documents incorporated by reference therein being collectively referred to
herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of such extension. At the time of filing thereof, the SEC Reports complied in all
material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and did not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading. In addition, any further
documents so filed and incorporated by reference to the Prospectus and Prospectus Supplement, when such documents are filed with the
Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations,
as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made not misleading. The Company is not, nor has it been at
any time in the previous thirty-six (36) months, a shell company (as defined in Rule 405 under the Securities Act). The financial
statements of the Company included in the SEC Reports complied in all material respects with applicable accounting requirements and
the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have
been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments. The agreements and documents described in the SEC Reports conform in all material aspects to the descriptions
thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and
regulations thereunder to be described in the SEC Reports, that have not been so described or filed. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and
that is referred to in the SEC Reports and is material to the Company’s business (each, a “Material Agreement”),
has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is
enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms,
except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the
federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be
brought. No Material Agreement has been assigned by the Company, and neither the Company nor, to the best of the Company’s
knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the
lapse of time or the giving of notice, or both, would constitute a default thereunder that has had or that could reasonably be
expected to result in a Material Adverse Effect. To the Company’s knowledge, performance by the Company of the material
provisions of the Material Agreements will not result in a violation of any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets
or businesses, including, without limitation, those relating to environmental laws and regulations.


 






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(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in
a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v)
the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity compensation
or stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development
has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading
Day prior to the date that this representation is made.


 


(j) Litigation.
Except as disclosed in the SEC Reports, there is no material action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the Company’s knowledge, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”). None of the Actions set forth in the SEC Reports adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Shares or would, if there were an unfavorable decision, have or
reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the
Exchange Act or the Securities Act.


 






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(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement. To the Company’s knowledge, no executive officer of
the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable
U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any applicable statute, rule, ordinance or regulation of any governmental authority, including
without limitation all applicable foreign, federal, state and local laws relating to taxes, environmental protection, occupational health
and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected
to result in a Material Adverse Effect.


 


(m) Environmental
Laws. The Company and its Subsidiaries (i) are in material compliance with all applicable federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have
received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),
the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(n) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit.


 


(o) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and the Subsidiaries, and (ii) Liens for the payment of federal,
state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither
delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by
them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance, except where the failure
to be in compliance would not reasonably be expected to have a Material Adverse Effect.


 


(p) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or
been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the
Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a
written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of
any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company,
all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license
rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any
rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.


 






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(q) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited
to, directors and officers insurance coverage.


 


(r) Transactions
With Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any
Subsidiary and, to the Company’s knowledge, none of the employees of the Company or any Subsidiary is presently a party to any
transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any
officer, director or such employee or, to the Company’s knowledge, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of
$120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on
behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the
Company.


 


(s) Sarbanes-Oxley;
Internal Accounting Controls. Except as set forth in Schedule 3.1(s), the Company and the Subsidiaries are in compliance in
all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and
any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as
of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by
the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in Schedule 3.1(s),
since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the
Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting of the Company and its Subsidiaries.


 






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(t) Certain
Fees. Except to the Financial Advisor, no brokerage or finder’s fees or commissions are or will be payable by the Company or
any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by the Transaction Documents.


 


(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or be
an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(v) Registration
Rights. Except as provided in the Registration Rights Agreement, no Person has any right to cause the Company or any Subsidiary to
effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


(w) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken
no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except
as described in Schedule 3.1(w), the Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. Except as disclosed in Schedule 3.1(w), the Company is, and has no reason to
believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The
Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.


 


(x) Application
of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state
of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Shares and the Purchasers’ ownership of the Shares.


 






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(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor, to the Company’s knowledge, any other Person acting on its behalf has provided any of the Purchasers or their
agents or counsel with any information that it believes constitutes or might constitute material, nonpublic information which is not otherwise
disclosed in the SEC Reports on or prior to the Closing Date. The Company understands and confirms that the Purchasers will rely on the
foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the
Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby,
including the Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date
of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and
when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with
respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(z) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales
of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated
with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any
of the securities of the Company are listed or designated.


 


(aa) Tax Status.
The Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and
franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other
governmental assessments and charges that are material in amount, whether or not shown or determined to be due on such returns, reports
and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods
subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such
claim.


 






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(bb) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the Company’s knowledge, any agent or other person acting
on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which
is in violation of law, or (iv) violated in any material respect any provision of FCPA.


 


(cc) Accountants.
The Company’s independent registered public accounting firm is set forth in the SEC Reports. To the Company’s knowledge, such
accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) has expressed its opinion with respect
to the financial statements included in the Company’s Annual Report for the fiscal year ended December 31, 2021.


 


(dd) Acknowledgment
Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers is acting solely in
the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The
Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their
respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.


 


(ee) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past
or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions
to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock;
and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities (in material
compliance with applicable laws) at various times during the period that the Shares are outstanding, and (z) such hedging activities (if
any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging
activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any
of the Transaction Documents.


 






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(ff) Regulation
M Compliance. The Company has not, and to the Company’s knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the
Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,
other than, in the case of clauses (ii) and (iii), compensation paid to the Financial Advisor in connection with the placement of the
Shares.


 


(gg) Cannabis
Laws. The Company operates in compliance in all material respects with the United States Department of Justice guidance to United
States Attorneys regarding enforcement priorities for prosecuting marijuana-related crimes, as set forth in the memorandum issued by Deputy
Attorney General James Cole, dated August 29, 2013 (the “Cole Memo”). As part of its compliance with the Cole Memo,
the Company has used commercially reasonable efforts to ensure that the Company does not: (i) distribute marijuana to minors; (ii) direct
revenue from the sale of marijuana to criminal enterprises, gangs, and cartels, or otherwise have any involvement with such groups; (iii)
divert marijuana from states where it is legal under state law in some form to other states; (iv) use state-authorized marijuana activity
as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; (v) use violence or firearms in the cultivation
and distribution of marijuana; (vi) contribute to drugged driving and the exacerbation of other adverse public health consequences associated
with marijuana use; (vii) grow or possess marijuana on public lands; or (viii) promote marijuana possession or use on federal property.
The Company is in material compliance with all Federal Cannabis Laws applicable to it. “Federal Cannabis Laws” means any U.S.
federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production,
distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including,
without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C.
§ 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony
(concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal
conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations
and rules promulgated under any of the foregoing.


 






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(hh) Stock
Incentive Plans. Each Award granted by the Company under the Company’s Incentive Plans was granted (i) in accordance with the
terms of the applicable Company Incentive Plan and (ii) if applicable, with an exercise price at least equal to the fair market value
of the Common Stock on the date such Award would be considered granted under GAAP and applicable law. No Award granted under the Company’s
Incentive Plans has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice
to knowingly grant, Awards prior to, or otherwise knowingly coordinate the grant of Awards with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.


 


(ii) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).


 


(jj) Anti-Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened in writing.


 


(kk) Other
Covered Persons. Other than the Financial Advisor, the Company is not aware of any person (other than any Issuer Covered Person) that
has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.


 


(ll) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, (i) the Company has sufficient available cash
to fund its obligations under the Transaction Documents, including payment of the required amounts in accordance with the Escrow
Agreement, (ii) as of the date hereof the Company believes that it has on hand together with its means to access additional capital,
sufficient working capital to fund the Company’s operations and meet the Company’s obligations for the next 12 months.
The Company does not intend to incur Indebtedness beyond its ability to pay such Indebtedness as it matures (taking into account the
timing and amounts of cash to be payable on or in respect of such Indebtedness). The Company has no knowledge of any facts or
circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganizational
laws of any jurisdiction within nine months from the Closing Date. Schedule 3.1(ll) sets forth as of the date hereof all
outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has
commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or
amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all
guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or
should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of
negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present
value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither the
Company nor any Subsidiary is in default with respect to any Indebtedness.


 






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(mm) Cybersecurity.
(i) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information
technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,
vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)
except as would not, individually or in the aggregate, have a Material Adverse Effect and (y) the Company and the Subsidiaries have not
been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or
other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws
or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have
a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards
to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with
industry standards and practices.


 


(nn) Subsidiary
Rights. The Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary of the Company.


 


(oo) Promotional
Stock Activities. Neither the Company nor any Subsidiary of the Company and none of their respective officers, directors, managers,
affiliates or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension
by the SEC alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting provisions,
(iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


 


(pp) No Cash
Payments. Except as disclosed on the Disclosure Schedules, neither the Company, its officers, or any Affiliates or agents of the Company
have withdrawn or paid cash (not including a check, wire transfer or other similar negotiable instrument) to any vendor in an aggregate
amount that exceeds Ten Thousand Dollars ($10,000) for any purpose.


 






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3.2 Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. Each Transaction Document to which such Purchaser is a party has been duly authorized,
executed and delivered by such Purchaser, and, assuming due and valid authorization, execution and delivery by each of the other parties
thereto (other than such Purchaser) when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b) Understandings
or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty
not limiting such Purchaser’s right to sell the Shares or otherwise in compliance with applicable federal and state securities laws).
Such Purchaser is acquiring such Shares as principal for his, her or its own account and not with a view to or for distributing or reselling
such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of
distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities
Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Shares
pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).


 


(c) Purchaser
Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D promulgated under the Securities Act or
(ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act that is also an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D promulgated under the Securities Act.


 


(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete loss of such investment.


 






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(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and
the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of
operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Financial
Advisor nor any Affiliate of the Financial Advisor has provided such Purchaser with any information or advice with respect to the Shares
nor is such information or advice necessary or desired. Neither the Financial Advisor nor any Affiliate has made or makes any representation
as to the Company or the quality of the Shares and the Financial Advisor and any Affiliate may have acquired non-public information with
respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Shares to such Purchaser,
neither the Financial Advisor nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.


 


(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received
a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions
contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Other than to other Persons
party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,
legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for
the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions
with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the
Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions in
the future.


 






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(g) General
Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication
regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar
or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


 


(h) No
Government Recommendation or Approval. Such Purchaser understands that no United States federal or state agency, or similar agency
of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of
the Shares.


 


(i) No
Intent to Effect a Change of Control; Ownership. Such Purchaser has no present intent to effect a “change of control”
of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.


 


(j) No
Rule 506 Disqualifying Activities. Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification
provisions of Rule 506(d)(1) of Regulation D promulgated under the Securities Act.


 


(k) Residency.
Such Purchaser is a resident of the jurisdiction specified below its address on the signature pages hereto.


 


(l) Restricted
Securities. Such Purchaser understands that the Shares are characterized as “restricted securities” under the U.S. federal
securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.


 


(m) Legends.
It is understood that, except as provided below, certificates or book entry accounts evidencing the Shares may bear the following or any
similar legend:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I)
SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT
TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE
MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


If required by the authorities
of any state in connection with the issuance of sale of the Shares, the legend required by such state authority.


 






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The Company acknowledges and agrees that the representations
contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations
and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other
document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated
hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,
or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 


ARTICLE IV. 

OTHER AGREEMENTS OF THE PARTIES


 


4.1 Removal
of Legends.


 


(a) In
connection with any sale, assignment, transfer or other disposition of the Shares or Conversion Shares by a Purchaser pursuant to Rule
144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance
by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the Transfer Agent to
timely remove any restrictive legends related to the book entry account holding such Shares or Conversion Shares, as applicable, and make
a new, unlegended entry for such book entry Shares or Conversion Shares sold or disposed of without restrictive legends within two Business
Days of the request of the Purchaser, provided that the Company has received from the Purchaser customary representations and other documentation
reasonably acceptable to the Company in connection therewith, including, if requested by the Company or its Transfer Agent, an opinion
of counsel to that effect.


 


(b) Subject
to receipt from the Purchaser by the Company and the Transfer Agent of customary representations and other customary documentation reasonably
acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of (i) the Shares and Conversion Shares being
subject to an effective registration statement covering the resale of the Shares and Conversion Shares, (ii) such time as the Shares and
Conversion Shares have been sold pursuant to Rule 144, or (iii) such time as the Shares and Conversion Shares are eligible for resale
under Rule 144(c) without current information or volume limitations or any successor provision (such earliest date, the “Effective
Date”), the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new,
unlegended entry for such book entry Shares or Conversion Shares, and (B) cause its counsel to deliver to the Transfer Agent, no later
than two Trading Days after the Effective Date, one or more opinions to the effect that the removal of such legends in such circumstances
may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with such
irrevocable instructions and the other applicable provisions of this Agreement. The Company agrees that following the Effective Date or
at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by
a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Conversion Shares issued with a restrictive legend,
deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions
on transfer set forth in this Section. Shares or Conversion Shares subject to legend removal hereunder shall be transmitted by the Transfer
Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such Purchaser.
The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.


 






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(c) Each
Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any Shares and
Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, (ii) that if Shares or Conversion Shares are sold pursuant to a registration statement, they
will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration
statement covering the resale of the Shares or Conversion Shares, such registration statement is not then effective and the Company has
provided notice to such Purchaser to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration
requirements of the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing
Shares or Conversion Shares as set forth in this Section is predicated upon the Company’s reliance upon this understanding and that
any counsel to the Company will be entitled to rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).


 


4.2 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any
Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval
is obtained before the closing of such subsequent transaction.


 


4.3 Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time issue a press release disclosing the material terms of the
transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,
with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents
to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the
Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and
agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any
of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers
or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing
any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any
such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release
of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection
with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause
(b).


 






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4.4 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, by any other Person, that any Purchaser
is an “Acquiring  Person” under any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or
that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Shares under the
Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.5 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it, nor any other Person acting on its
behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,
material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed
with the Company to keep such information confidential. The Company understands and confirms that any Purchaser shall be relying on the
foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public
information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not
have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees
or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or
Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable
law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such material non-public information with the Commission
pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.


 


4.6 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder only as set forth on Schedule 4.6
attached hereto and only upon release of such funds by the Escrow Agent pursuant to the Escrow Agreement. In addition, the Company shall
not use the proceeds from the sale of the Shares hereunder: (a) for the satisfaction of any portion of the Company’s debt (other
than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of
any shares of Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA
or OFAC regulations.


 






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4.7 Indemnification
of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its directors,
officers, managers, advisors, brokers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, managers,
advisers, brokers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and reasonable expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that
any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) the administration, performance or enforcement
by the Purchaser Parties, or any of them, of any of the Transaction Documents or consummation of any transaction described therein, (c)
additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of the recipient of any payment made under
any Transaction Document, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be imposed on the Company
or any Purchaser Party, whether or not lawfully payable, on account of the execution or delivery of this Agreement, or the execution,
delivery, issuance or recording of any of the other Transaction Documents, or the creation or repayment of any of obligations hereunder,
by reason of any applicable regulations now or hereafter in effect, the Company shall pay (or shall promptly reimburse such Purchaser
Party for the payment of) all such taxes, including any interest, penalties, expenses and other losses with respect thereto), and will
indemnify and hold the Purchaser Parties harmless from and against all interest, penalties, expenses and losses arising therefrom or in
connection therewith, or (d) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates,
by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a material breach of such Purchaser Party’s representations, warranties
or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally
judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser
Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to
the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment
thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material
issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under
this Agreement (1) for any settlement or compromise of, or consent to the entry of judgement in, any action, claim or proceeding by a
Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2)
to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of
any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in
addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company
may be subject to pursuant to law.


 






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4.8 Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on the Trading Market on
which it is currently listed. The Company will comply in all respects with the Company’s reporting, filing and other obligations
under the bylaws or rules of the Trading Market. For so long as the Company maintains a listing or quotation of the Common Stock on a
Trading Market, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust
Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust
Company or such other established clearing corporation in connection with such electronic transfer.


 


4.9 Reservation
and Listing of Securities.


 


(a) On
and after the Reverse Stock Split Date, the Company shall maintain a reserve, free of any preemptive rights, from its duly authorized
shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations
in full under the Transaction Documents.  If, at any date after the Reverse Stock Split Date, the number of authorized but unissued
(and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall use
commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized
but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible, and in any event not later than
the 90th day after such date; provided, that the Company shall not be obligated to hold a meeting of its stockholders to approve
such an amendment more than once in every six (6) months.


 


(b) As
soon as reasonably possible and, in any event, within four (4) business days of the Closing Date, the Company will file a preliminary
proxy statement with the SEC for purposes of holding a special meeting of stockholders to approve the Reverse Stock Split Amendment. Thereafter,
unless the Company has received comments from the SEC to the preliminary proxy statement, the Company shall file a definitive proxy statement
for such purposes within thirteen (13) days of the filing of the preliminary proxy statement with the SEC. In the event the Company receives
comments to the preliminary proxy statement from the SEC, the Company shall promptly and diligently respond to and use commercially reasonable
efforts to resolve such comments. The Company shall keep the Purchasers reasonably informed of any such comments and responses. As long
as the Company has Shares outstanding, the Company shall hold a special meeting of stockholders (which may also be at the annual meeting
of stockholders) on or prior to November 30, 2022, for the purpose of obtaining the Stockholder Approval with the recommendation of the
Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection
therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall
vote their proxies in favor of such proposals.  The Company shall use its best efforts to obtain the Stockholder Approval. If the
Company does not obtain the Stockholder Approval at the first meeting, the Company shall call a meeting at least every one hundred twenty
(120) days thereafter to seek the Stockholder Approval until the date on which the Stockholder Approval is obtained. When the Company
obtains the Stockholder Approval, the Company shall file the Reverse Stock Split Amendment with the State of Delaware, and cause the Reverse
Stock Split to become effective, as soon as practicable, but in no event later than one (1) Business Day following the Stockholder Approval.
On the Reverse Stock Split Date, the Company shall file a Form 8-K disclosing that the Reverse Stock Split Amendment has been filed
with and accepted by the State of Delaware and that the Reverse Stock Split has become effective.


 


(c) The
Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading
Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on
the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and (iv)
maintain for two (2) years the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date
on such Trading Market or another Trading Market. The Company agrees to maintain for two (2) years the eligibility of the Common
Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic
transfer.


 






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4.10 Subsequent
Equity Sales.


 


(a) To
the extent shares of Preferred Stock are outstanding, from the date hereof until the later of (i) sixty (60) days thereafter and (ii)
Reverse Stock Split Date, neither the Company nor any Subsidiary shall issue, sell, enter into any agreement to issue or sell or announce
the issuance or sale or proposed issuance or sale of any shares of preferred stock of the Company, any shares convertible, exchangeable
or exercisable for shares of preferred stock of the Company or any debt securities. From the date hereof until fifteen (15) days thereafter,
neither the Company nor any Subsidiary shall issue, sell, enter into any agreement to issue or sell or announce the issuance or sale or
proposed issuance or sale of any shares of Common Stock or Common Stock Equivalents; provided, that, notwithstanding the foregoing, the
Company may enter into and effect sales pursuant to an at-the-market facility with the Financial Advisor. Any Purchaser shall be entitled
to obtain injunctive relief against the Company to preclude any such issuance or sale, which remedy shall be in addition to any right
to collect damages.


 


(b) Notwithstanding
the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance.


 


4.11 Restrictions
on Conversion and Voting of Preferred Stock. 


 


(a) From
the date hereof up to and including the Reverse Stock Split Date, each Purchaser, severally and not jointly with the other Purchasers,
covenants that such Purchaser will not convert any shares of Preferred Stock and such Purchaser will not transfer, offer, sell, contract
to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any
shares of Preferred Stock.


 


(b) Each
Purchaser covenants to (i) vote,  and shall cause its Affiliates to vote, all shares of Series A Stock owned by such Purchaser or
its Affiliates, as applicable, in favor of any resolution presented to the shareholders of the Company for the purpose of obtaining the
Stockholder Approval, and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form
and substance reasonably satisfactory to such Purchaser, to vote all shares of Series A Stock in accordance with clause (i) above, in
each case, in accordance with the provisions of the Series A Certificate of Designations.


 


(c) Each
Purchaser covenants to (i) vote, and shall cause its Affiliates to vote, all shares of Series B Stock owned by such Purchaser or its Affiliates,
as applicable, on any resolution presented to the stockholders of the Company for purposes of obtaining the Stockholder Approval and agrees
that such shares of Series B Stock shall automatically and without further action of the Purchaser be voted in a manner that “mirrors”
the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Stock are voted
on the Reverse Stock Split Amendment, as set forth in the Series B Certificate of Designation; and (ii) promptly upon request by the Company,
grant the Company (or its designee) an irrevocable proxy to vote all shares of Series B Stock in accordance with clause (i) above. For
the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock and Series A Stock voting
in connection with the Reverse Stock Split Amendment are voted against such resolutions and 70% of the aggregate votes cast by Common
Stock and Series A Stock voting in connection with the Reverse Stock Split Amendment are voted in favor thereof, then 30% of the votes
cast by the shares of Series B Stock voting in connection with the Reverse Stock Split Amendment shall vote against the approval of the
Reverse Stock Split Amendment and 70% of such votes shall be cast in favor of such Reverse Stock Split Amendment, in each case, in accordance
with the provisions of the Series B Certificate of Designations.


 






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4.12 Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is
also offered to all of the parties to such Transaction Documents. For clarification purposes, this provision constitutes a separate right
granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Shares or otherwise.


 


4.13 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor
any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales
of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that
the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section
4.3. Each Purchaser, severally and not jointly with the other Purchasers covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser
will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary (including Section 4.12), the
Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not
engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the
Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.3. Notwithstanding
the foregoing, and except as set forth in Section 4.12, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set
forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement.


 






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4.14 Capital
Changes. Except for the Reverse Stock Split, until the one-year anniversary of the Closing Date, the Company shall not undertake a
reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority
in interest of the Shares, provided that no consent shall be required in the event the Company undertakes a reverse stock split for purposes
of maintaining the listing of the Common Stock on the Trading Market or in the event that the Shares are all redeemed without any Shares
being converted into Common Stock.


 


4.15 Securities
Law Filings. The Company covenants and agrees that all reports, schedules, forms, statements, and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereto, will conform in all
material respects to the requirements of the Securities Act and Exchange Act and the applicable rules and regulations, as applicable,
and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made not misleading.


 
4.16 Holder
                                                                                                                  Representative. Each of the Purchasers hereby irrevocably agrees to and approves the appointment of, and hereby designates, BPY
                                                                                                                  Limited, a Bermuda company, to serve as the holder representative under and pursuant to the Escrow Agreement (the “Holder
                                                                                                                  Representative”), and the Holder Representative is hereby appointed, authorized and empowered to act for and on behalf of
                                                                                                                  the Purchasers, as the sole and exclusive representative, attorney-in-fact and agent of the Purchasers, with full power of
                                                                                                                  substitution or re-substitution, to act in the name, place and stead of each on all matters set forth in the Escrow Agreement and to
                                                                                                                  do or refrain from doing all such further acts and things, and to execute all such documents as the Holder Representative shall deem
                                                                                                                  necessary or appropriate in the manner the Holder Representative believes to be in the best interest of the Purchasers under the
                                                                                                                  Escrow Agreement.


 


ARTICLE V. 

MISCELLANEOUS


 


5.1 Termination.
This Agreement may be terminated by any Purchaser, by written notice to the Company, if the Closing has not been consummated on or before
the fifth (5th) Trading Day following the date hereof.


 


5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers.


 


5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email attachment at the email address as set forth below at or prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the
facsimile number or email attachment at the email address as set forth below on a day that is not a Trading Day or later than 5:30 p.m.
(New York City time) on any Trading Day, (c) the second (2nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth below:


 


If to the Company:


 


 Akerna Corp.

 1550 Larimer Street, #246

 Denver, CO 80202

 Attn:  Jessica Billingsley

          Chief Executive Officer

 Email: jessica.billingsley@akerna.com


 


with a copy (which shall
not constitute notice) to:


 


Dorsey & Whitney
LLP

1400 Wewatta Street, Suite 400

Denver, CO 80202

Attn: Jason K. Brenkert

Email: brenkert.jason@dorsey.com


 


If to the Purchasers:


 


to the addresses
set forth on the signature pages hereto.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment prior to Closing by each individual Purchaser, and after Closing, by the Company and Purchasers which purchased
a majority in interest of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and
adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 






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5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions
of the Transaction Documents that apply to the “Purchasers.”


 


5.8 No
Third-Party Beneficiaries. The Financial Advisor shall be the third-party beneficiary of the representations and warranties of the
Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person, except as otherwise set forth in Section 4.7 and this Section 5.8.


 


5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such action or proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action
or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section
4.7, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.10 Survival.
The covenants, representations and warranties contained herein shall survive the Closing and the delivery of the Shares for a period of
five (5) years from the Closing.


 






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5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf’ format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’ signature page were an original
thereof.


 


5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights.


 


5.14 Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue
or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs
(including customary indemnity) associated with the issuance of such replacement Shares.


 


5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and
hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law
would be adequate.


 


5.16 Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


 






    36


     


    

 


5.17 Independent
Nature of Purchasers’ Obligations and Rights. The Purchasers have been represented by its own separate legal counsel in its
review and negotiation of the Transaction Documents. For reasons of administrative convenience only, the Purchasers and their counsel
have chosen to communicate with the Company through the legal counsel of the Financial Advisor. The legal counsel of the Financial Advisor
does not represent the Purchasers and only represents the Financial Advisor.


 


5.18 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


5.19 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


5.20 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)


 




    37


     


    


 


IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	
    AKERNA CORP.

    
	 
	 	 
	By:     	 	 
	Name: 	Jessica Billingsley	 
	Title:	Chief Executive Officer	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    38


     


    


 


[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE
AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


Name of Purchaser:                                                                                                   



 


Signature of Authorized Signatory of Purchaser:                                                     



 


Name of Authorized Signatory:                                                                                 



 


Title of Authorized Signatory:                                                                                  



 


Email Address of Authorized Signatory:                                                                  



 


Facsimile Number of Authorized Signatory:                                                            



 


Address for Notice to Purchaser:                                                                               



 


DWAC for Shares:                                                                                                    



 


Subscription Amount for Series A Stock: $                                 



 


Shares of Series A Stock:                                                           



 


Subscription Amount for Series B Stock: $                                 



 


Shares of Series B Stock:                                                           



 


Per Share Purchase Price:                                                           


 


Purchase Price for Series A Stock: $                                                           


 


Purchase Price for Series B Stock: $                                                           


 


EIN Number:                                                 



 




    39


     


    


 


Schedule 3.1(a)


 


Subsidiaries


 


1. Akerna Canada Ample Exchange
Inc.


2. Akerna Canada Holdings
Inc.


3. Ample Organics Inc.


4. Akerna Services, LLC


5. Dynamics 365 People Software
and Services Ltd.


6. Last Call Analytics Inc.


7. MJ Freeway, LLC


8. Solo Sciences, Inc.


9. The NAV People, Inc.


10. Trellis Solutions, Inc.


11. Viridian Sciences, Inc.


 




    40


     


    


 


Schedule 3.1(d)


 


Conflicts


 


The Company’s senior secured convertible notes issued on October
5, 2021 (the “Notes”) have an anti-dilution adjustment provision to the conversion price in the notes pursuant to which the
conversion price for the Notes will be adjusted for any issuance of common stock or common stock equivalents at a price per share that
is lower than the then current conversion price of the Notes. The current conversion price of the Notes is $0.31. Upon issuance of the
Shares under this Agreement, the conversion price of the Notes will be adjusted to the conversion price of the Shares under this Agreement.


 




    41


     


    


 


Schedule
3.1(g)


 


Capitalization


 


		●	383,358
                                            shares of common stock issuable upon vesting of outstanding restricted stock units and restricted
                                            stock awards;






		●	5,813,804
                                            and 45,652,174 shares of common stock issuable upon the exercise of warrants outstanding
                                            at an exercise price of $11.50 and $0.23 per share, respectively;






		●	Shares
                                            of common stock issuable upon conversion of our outstanding convertible notes at a current
                                            conversion price of $0.31 per share;






		●	291,192
                                            shares of common stock issuable upon conversion of exchangeable shares; and






		●	3,366,346
                                            shares of common stock reserved for future issuance under our equity incentive plan.



 


The Company’s senior secured convertible notes issued on October
5, 2021 (the “Notes”) have an anti-dilution adjustment provision to the conversion price in the notes pursuant to which the
conversion price for the Notes will be adjusted for any issuance of common stock or common stock equivalents at a price per share that
is lower than the then current conversion price of the Notes. The current conversion price of the Notes is $0.31. Upon issuance of the
Shares under this Agreement, the conversion price of the Notes will be adjusted to the conversion price of the Shares under this Agreement.


 


The Notes are redeemable by the holders thereof upon the occurrence
of an event of default of the terms thereof or upon the occurrence of a change in control event as defined under the terms of the Notes.
See the Company’s Current Report on Form 8-K as filed with the Commission on October 5, 2021 for a detailed description of the Notes
and related documents.


 




    42


     


    


 


Schedule 3.1(r)


 


Related Party Transactions


 


Matthew Kane, a director of the Company, is participating in this offering
in the amount of $800,000 Series A Preferred Stock and $200,000 Series B Preferred Stock.





 






    43


     


    

 


Schedule 3.1(s)


 


Material Weakness


 


Pursuant
to our management’s review of disclosure controls and procedures and internal control over financial reporting, management determined
that the following material weakness in our internal control over financial reporting and prevented management from determining that
our disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period covered
by this report:


 


		●	The
                                            Company’s internal control over financial reporting pertaining to certain key process
                                            areas of financial reporting were not properly designed and/or operating effectively.



 


We
are in the process of executing our remediation plans to address the material weakness described above. As of June 30, 2022, we have:


 


		●	Hired
                                            additional experienced resources with the appropriate skills to fill key accounting functions.



 


		●	Engaged
                                            an outside firm to assist in the overall evaluation and documentation of the design and operating
                                            effectiveness of our internal controls over financial reporting and have remediated past
                                            deficiencies in the design of our internal control framework for certain key process areas
                                            including revenue, capitalized software, business combinations, intangibles, goodwill, stock-based
                                            compensation, general financial reporting, and information technology.



 


		●	Developed
                                            a long-term plan to both (i) complete the remediation of the design of our internal control
                                            over financial reporting for our remaining process areas, and (ii) begin the remediation
                                            of the deficiencies in operating effectiveness

                                                                                of
                                            our internal controls over financial reporting across all process areas




 


We
believe these actions and the improvements we expect to achieve, when fully implemented, will strengthen our internal control
over financial reporting and remediate the material weaknesses. However, the material weaknesses will not be considered fully remediated
until the applicable controls operate for a sufficient period of time for management to test the results for operating effectiveness.
While no assurance can be provided, the Company believes it will make further progress in remediating these material weaknesses during
2022


 




    44


     


    


 


Schedule 3.1(w)


 


Nasdaq Notice


 


On May 24, 2022, we received a notification letter
from The Nasdaq Stock Market stating that we are not in compliance with the Minimum Bid Price Requirement, which requires our listed securities
to maintain a minimum bid price of $1.00 per share. The notification stated that we have a compliance period of 180 calendar days, or
until November 21, 2022, to regain compliance with the Minimum Bid Price Requirement. If at any time during this 180-day compliance period
the closing bid price of our common stock is at least $1.00 per share for a minimum of ten consecutive business days, then the Nasdaq
Stock Market will provide us with written confirmation of compliance and the matter will be closed. 


 




    45


     


    


 


Schedule 3.1(ll)


 


Indebtedness


 


		●	Senior
                                            Secured Convertible Notes – Aggregate Principal Amount of $14.6 million



 




    46


     


    


 


Schedule 4.6


 


Use of Proceeds


 


The proceeds of the Offering will be held in an escrow account, along
with the additional amount that would be necessary to fund the 105% redemption price until the expiration of the redemption period for
the Preferred Stock, as applicable, subject to the earlier payment to redeeming holders. Upon expiration of the redemption period, any
proceeds remaining in the escrow account will be disbursed to the Company and shall be used for general corporate and working capital
purposes.


 




    47


     


    


 


EXHIBIT A


 


Form of Registration Rights
Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 




    48


     


    


 


EXHIBIT B


 


Form of Series A Certificate
of Designation






 


 


 


 


 


 


 


 


 


 


 



 




    49


     


    


 


EXHIBIT C


 


Form of Series B Certificate
of Designation






 


 


 


 


 


 


 


 


 


 




    50


     


    


 


EXHIBIT D


 


Form of Escrow Agreement


 


 






 


 


 


 


 


 


 


 


 


51