Exhibit 10.1


 





 


December
17, 2019


 


Dear
John,


 


Akerna
Corp. (the “Company”) is pleased to offer you an at-will employment position in our organization. We are excited about
the potential that you bring to our company.


 


Your
job title will be Chief Financial Officer. You will initially manage the Finance and Accounting departments. You will report directly
to Jessica Billingsley, Chief Executive Officer (“CEO”).


 


Although
subject to change based on management decisions, your tasks will include but are not limited to:


 


Although
subject to change based on management decisions, your tasks will include but are not limited to:


 


Planning:


 


		●	Assist
                                         in formulating the company's future direction and supporting tactical initiatives



		●	Monitor
                                         and direct the implementation of strategic business plans



		●	Develop
                                         financial and tax strategies



		●	Manage
                                         the capital request and budgeting processes



		●	Develop
                                         performance measures that support the company's strategic direction



 


Operations:


 


		●	Participate
                                         in key decisions as a member of the executive management team



		●	Maintain
                                         in-depth relations with all members of the management team



		●	Manage
                                         the accounting, investor relations, legal, and tax functions of the company



		●	Manage
                                         any third parties to which accounting, or finance functions have been outsourced



		●	Oversee
                                         the company's transaction processing systems



		●	Implement
                                         operational best practices



		●	Oversee
                                         employee benefit plans, with particular emphasis on maximizing a cost-effective benefits
                                         package



		●	Supervise
                                         acquisition, due diligence, and negotiate acquisitions



 


Financial
Information:


 


		●	Oversee
                                         the issuance of financial information



		●	Personally
                                         review and approve all Form 8-K, 10-K, and 10-Q filings with the Securities and Exchange
                                         Commission



		●	Report
                                         financial results to the board of directors



 






     


     


    

 


Risk
Management:


 


		●	Understand
                                         and mitigate key elements of the company's risk profile



		●	Monitor
                                         all open legal issues involving the company, and legal issues affecting the industry



		●	Construct
                                         and monitor reliable control systems



		●	Maintain
                                         appropriate insurance coverage



		●	Ensure
                                         that the company complies with all legal and regulatory requirements



		●	Ensure
                                         that record keeping meets the requirements of auditors and government agencies



		●	Report
                                         risk issues to the audit committee of the board of directors



		●	Maintain
                                         relations with external auditors and investigate their findings and recommendations



 


Funding:


 


		●	Monitor
                                         cash balances and cash forecasts



		●	Arrange
                                         for debt and equity financing



		●	Invest
                                         funds



		●	Invest
                                         pension funds



 


Third
Parties:


 


		●	Participate
                                         in conference calls with the investment community



		●	Maintain
                                         banking relationships



		●	Represent
                                         the company with investment bankers and investors



 


If
you have any questions about your duties and responsibilities, please feel free to speak with your hiring manager or human resources.


 


You
will also be responsible for compliance with policies and procedures implemented by the company. Once you begin, you will be provided
a copy of our policies and procedures. Since these policies and procedures are subject to change, we recommend you revisit them
on a regular basis. Always feel free to speak with your supervisor or human resources if you have any questions.


 


Compensation


 


Your
initial compensation package includes an annual salary of $200,000 and an approximate grant of $800,000 of restricted stock units
(the “RSUs”), which, subject to continued employment with the Company and the terms of the RSU award letter, will
vest as to 25% on the first anniversary of the grant date, as to the next 25% on the second anniversary of the grant date, as
to the next 25% on the third anniversary of the grant date and as to the remaining 25% on the fourth anniversary of the grant
date. Based upon the goals and objectives agreed to in the performance development planning process with the Board and CEO, you
may be eligible for a bonus. The bonus plan will be based on the formula determined by the Company for that year.


 


You
will also receive medical coverage through our company's employee benefit plan, and parking, and expense reimbursement within
guidelines. Your salary and benefits are subject to change. You will be notified of any changes to your compensation or benefits.


 


I
will send you certain documents for your review and signature via DocuSign. If you have any questions regarding the documents,
please do not hesitate to ask. You will be required to sign the documents sent to you prior to your commencement of employment.


 


We
look forward to your arrival at our company and the contributions we hope you will make to our growth. Please let me know if you
have any questions or if I can do anything to make your arrival easier.


 


Sincerely,


 


Jessica
Billingsley


CEO


 


	 	Accepted
by:	 
	 	/s/
    John Fowle	 




John
Fowle