Exhibit 10.1


 


EXECUTION
VERSION


 


EXCHANGEABLE
SHARE SUPPORT AGREEMENT


 


THIS
EXCHANGEABLE SHARE SUPPORT AGREEMENT made as of July ___, 2020 among Akerna Corp., a corporation existing under the laws of
the State of Delaware (“Akerna”), Akerna Canada Holdings Inc., a corporation existing under the laws of the Province
of Ontario (“Callco”), and Akerna Canada Ample Exchange Inc., a corporation existing under the laws of the Province
of Ontario (“Exchangeco”).


 


RECITALS:


 


		A.	In
                                         connection with an arrangement agreement dated December 18, 2019 among Akerna, Exchangeco
                                         and Ample Organics Inc. (“Ample”), as amended by amending agreements
                                         dated February 28, 2020, May 26, 2020 and June 1, 2020 (collectively, the “Arrangement
                                         Agreement”), Exchangeco is to issue exchangeable shares (the “Exchangeable
                                         Shares”) to certain holders of common shares of Ample pursuant to an arrangement
                                         under the Business Corporations Act (Ontario) (the “Arrangement”)
                                         on the terms and conditions set out in the Plan of Arrangement (as defined in the Arrangement
                                         Agreement).



 


		B.	Pursuant
                                         to the Arrangement Agreement, Akerna, Callco and Exchangeco are required to enter into
                                         an exchangeable share support agreement (the “Agreement”) substantially
                                         in the form of this Agreement.



 


In
consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration (the receipt
and sufficiency of which are acknowledged), the parties hereby agree as follows:


 


Article
1

INTERPRETATION


 


		1.1	Defined
                                         Terms



 


In
this Agreement, each capitalized term used and not otherwise defined herein shall have the meaning ascribed thereto in the rights,
privileges, restrictions and conditions (collectively, the “Exchangeable Share Provisions”) attaching to the
Exchangeable Shares as set out in the articles of Exchangeco, unless the context requires otherwise.


 


		1.2	Interpretation
                                         Not Affected by Headings



 


The
division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience
of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention
appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer
to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.


 


		1.3	Number
                                         and Gender



 


In
this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words
importing gender shall include all genders.


 


		1.4	Date
                                         of any Action



 


If
the date on which any action is required to be taken hereunder by any person is not a Business Day, such action shall be required
to be taken on the next succeeding day which is a Business Day.


 




     

     


    

 


		1.5	Statutes



 


Any
reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may
from time to time be amended or re-enacted, unless stated otherwise.


 


Article
2

COVENANTS OF AKERNA AND EXCHANGECO


 


		2.1	Covenants
                                         Regarding Exchangeable Shares



 


So
long as any Exchangeable Shares not owned by Akerna or its affiliates are outstanding, Akerna shall:


 


		(a)	not
                                         take any action that will result in the declaration or payment of any dividend or make
                                         any other distribution on the Akerna Shares unless:



 


		(i)	Exchangeco
                                         shall: (A) simultaneously declare or pay, as the case may be, an equivalent dividend
                                         or other distribution economically equivalent thereto (as determined in accordance with
                                         the Exchangeable Share Provisions) on the Exchangeable Shares (an “Equivalent
                                         Dividend”); and (B) have sufficient money or other assets or authorized but
                                         unissued securities available to enable the due declaration and the due and punctual
                                         payment, in accordance with applicable law and the Exchangeable Share Provisions, of
                                         any such Equivalent Dividend; or



 


		(ii)	if
                                         the dividend or other distribution is a stock or share dividend or distribution of stock
                                         or shares, and if Exchangeco so chooses as an alternative to taking the action described
                                         in (i), in lieu of such dividend or other distribution on the Akerna Shares, Exchangeco
                                         shall:



 


		(A)	effect
                                         a corresponding, contemporaneous and economically equivalent subdivision of the outstanding
                                         Exchangeable Shares (as determined in accordance with the Exchangeable Share Provisions)
                                         (an “Equivalent Stock Subdivision”); and



 


		(B)	have
                                         sufficient authorized but unissued securities available to enable the Equivalent Stock
                                         Subdivision;



 


		(b)	advise
                                         Exchangeco sufficiently in advance of the declaration by Akerna of any dividend or other
                                         distribution on the Akerna Shares and take all such other actions as are reasonably necessary
                                         or desirable, in co-operation with Exchangeco, to ensure that:



 


		(i)	the
                                         respective declaration date, record date and payment date for an Equivalent Dividend
                                         shall be the same as the declaration date, record date and payment date for the corresponding
                                         dividend or other distribution on the Akerna Shares; or



 


		(ii)	the
                                         record date and effective date for an Equivalent Stock Subdivision shall be the same
                                         as the record date and payment date for the corresponding stock or share dividend or
                                         distribution of stock or shares, in lieu of such a dividend or other distribution on
                                         the Akerna Shares and that such Equivalent Stock Subdivision shall comply with the requirements
                                         of the stock exchange on which the Exchangeable Shares are then listed;



 




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		(c)	take
                                         all such actions and do all such things as are reasonably necessary or desirable to enable
                                         and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform
                                         its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction
                                         Price or the Redemption Price in respect of each issued and outstanding Exchangeable
                                         Share upon the liquidation, dissolution or winding-up of Exchangeco or any other distribution
                                         of the assets of Exchangeco among its shareholders for the purpose of winding up its
                                         affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a
                                         redemption of Exchangeable Shares by Exchangeco, as the case may be, including without
                                         limitation all such actions and all such things as are necessary or desirable to enable
                                         and permit Exchangeco to deliver or cause to be delivered Akerna Shares or other property
                                         to the holders of Exchangeable Shares in accordance with the provisions of Sections 5,
                                         6 or 7, as the case may be, of the Exchangeable Share Provisions;



 


		(d)	take
                                         all such actions and do all such things as are reasonably necessary or desirable to enable
                                         and permit the Trustee in accordance with applicable law to perform its obligations under
                                         the Voting and Exchange Trust Agreement, including, without limitation, all such actions
                                         and all such things as are reasonably necessary or desirable to enable and permit the
                                         Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise
                                         such number of votes in respect of an Akerna Meeting or an Akerna Consent (as such terms
                                         are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate
                                         number of Exchangeable Shares outstanding at the relevant time other than those held
                                         by Akerna and its affiliates;



 


		(e)	take
                                         all such actions and do all such things as are reasonably necessary or desirable to enable
                                         and permit Akerna or Callco, as the case may be, in accordance with applicable law, to
                                         perform its obligations arising upon the exercise by it of the Liquidation Call Right,
                                         the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement)
                                         or the Redemption Call Right, including without limitation all such actions and all such
                                         things as are necessary or desirable to enable and permit Akerna or Callco, as the case
                                         may be, to deliver or cause to be delivered Akerna Shares or other property to the holders
                                         of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right,
                                         the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right,
                                         as the case may be; and



 


		(f)	not
                                         exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation,
                                         dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco
                                         among its shareholders for the purpose of winding up its affairs, nor take any action
                                         or omit to take any action that is designed to result in the liquidation, dissolution
                                         or winding up of Exchangeco or any other distribution of the assets of Exchangeco among
                                         its shareholders for the purpose of winding up its affairs.



 


		2.2	Segregation
                                         of Funds



 


Akerna
will cause Exchangeco to deposit a sufficient amount of funds in a separate account of Exchangeco and segregate a sufficient amount
of such other assets and property as is necessary to enable Exchangeco to pay or otherwise satisfy its obligations with respect
to the applicable dividend, Liquidation Amount, Retraction Price or Redemption Price, in each case once such amounts become payable
under the terms of this Agreement or the Exchangeable Share Provisions. Exchangeco will use such funds, assets and property so
segregated exclusively for the payment of dividends and the payment or other satisfaction of the Liquidation Amount, the Retraction
Price or the Redemption Price, as applicable net of any corresponding withholding tax obligations and for the remittance of such
withholding tax obligations.


 




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		2.3	Reservation
                                         of Akerna Shares



 


Akerna
hereby represents, warrants and covenants in favour of Exchangeco and Callco that Akerna has reserved for issuance and shall,
at all times while any Exchangeable Shares are outstanding, keep available, free from pre-emptive and other rights, out of its
authorized and unissued capital stock such number of Akerna Shares (or other shares or securities into which Akerna Shares may
be reclassified or changed as contemplated by Section 2.7):


 


		(a)	as
                                         is equal to the sum of: (i) the number of Exchangeable Shares issued and outstanding
                                         from time to time; and (ii) the number of Exchangeable Shares issuable upon the exercise
                                         of all rights to acquire Exchangeable Shares outstanding from time to time; and



 


		(b)	as
                                         are now and may hereafter be required to enable and permit each of Akerna, Callco and
                                         Exchangeco to meet its obligations under the Voting and Exchange Trust Agreement, the
                                         Exchangeable Share Provisions and any other security or commitment relating to the Arrangement
                                         pursuant to which Akerna may now or hereafter be required to issue or cause to be issued
                                         Akerna Shares.



 


		2.4	Notification
                                         of Certain Events



 


In
order to assist Akerna to comply with its obligations hereunder and to permit Akerna or Callco to exercise, as the case may be,
the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as applicable,
Exchangeco shall notify Akerna and Callco of each of the following events at the time set forth below:


 


		(a)	in
                                         the event of any determination by the board of directors of Exchangeco to institute voluntary
                                         liquidation, dissolution or winding-up proceedings with respect to Exchangeco or to effect
                                         any other distribution of the assets of Exchangeco among its shareholders for the purpose
                                         of winding up its affairs, at least 60 days prior to the proposed effective date of such
                                         liquidation, dissolution, winding-up or other distribution;



 


		(b)	promptly
                                         upon the earlier of: (i) receipt by Exchangeco of notice of; and (ii) Exchangeco otherwise
                                         becoming aware of, any threatened or instituted claim, suit, petition or other proceedings
                                         with respect to the involuntary liquidation, dissolution or winding-up of Exchangeco
                                         or to effect any other distribution of the assets of Exchangeco among its shareholders
                                         for the purpose of winding up its affairs;



 


		(c)	immediately,
                                         upon receipt by Exchangeco of a Retraction Request;



 


		(d)	on
                                         the same date on which notice of redemption is given to holders of Exchangeable Shares,
                                         upon the determination of a Redemption Date in accordance with the Exchangeable Share
                                         Provisions;



 


		(e)	as
                                         soon as practicable upon the issuance by Exchangeco of any Exchangeable Shares or rights
                                         to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights
                                         to acquire Exchangeable Shares pursuant to the Arrangement); and



 


		(f)	promptly,
                                         upon receiving notice of a Change of Law (as such term is defined in the Plan of Arrangement).



 




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		2.5	Delivery
                                         of Akerna Shares



 


Upon
notice from Callco or Exchangeco of any event that requires Callco or Exchangeco to deliver or cause to be delivered Akerna Shares
to any holder of Exchangeable Shares, Akerna shall forthwith issue and deliver or cause to be delivered the requisite number of
shares of Akerna Shares for the benefit of Callco or Exchangeco, as appropriate, and Callco or Exchangeco, as the case may be,
shall forthwith cause to be delivered the requisite number of Akerna Shares to be received by or for the benefit of the former
holder of the surrendered Exchangeable Shares. All such Akerna Shares shall be duly authorized and validly issued as fully paid,
non-assessable, free of preemptive rights and shall be free and clear of any lien, claim or encumbrance.


 


		2.6	Qualification
                                         of Akerna Shares



 


		(1)	Akerna
                                         covenants and agrees that it shall: (a) file a registration statement (the “Registration
                                         Statement”) under the U.S. Securities Act of 1933, as amended (the “1933
                                         Act”) to register any and all of the Akerna Shares to be issued or delivered
                                         to holders of the Exchangeable Shares by Akerna or Callco (including, for greater certainty,
                                         pursuant to the Exchange Right or the Automatic Exchange Right); (b) cause the Registration
                                         Statement to become effective prior to the time that any Exchangeable Shares are first
                                         issued; and (c) cause the Registration Statement (or a successor registration statement)
                                         to remain effective at all times that any Exchangeable Shares remain outstanding, in
                                         each case unless the issuance of such securities is exempt from any requirement for registration
                                         under the 1933 Act and all applicable state securities laws. Without limiting the generality
                                         of the foregoing, Akerna and Callco each covenant and agree that it will to make such
                                         filings and seek such regulatory consents and approvals as are necessary so that the
                                         Akerna Shares to be issued or delivered to holders of Exchangeable Shares by Akerna or
                                         Callco pursuant to the terms of the Exchangeable Share Provisions, the Voting and Exchange
                                         Trust Agreement and this Agreement will be offered, sold, issued and delivered in compliance
                                         with the 1933 Act and all applicable state securities laws, and applicable securities
                                         laws in Canada and shall ensure that the Akerna Shares will not be “restricted securities”
                                         within the meaning of Rule 144 under the 1933 Act. Akerna will in good faith expeditiously
                                         take all such actions and do all such things as are reasonably necessary or desirable
                                         to cause all Akerna Shares to be delivered to holders of Exchangeable Shares pursuant
                                         to the terms of the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement
                                         and this Agreement to be listed, quoted and posted for trading on all stock exchanges
                                         and quotation systems on which outstanding Akerna Shares have been listed by Akerna and
                                         remain listed and are quoted or posted for trading at such time.



 


		(2)	Notwithstanding
                                         any other provision of the Exchangeable Share Provisions, or any term of this Agreement,
                                         the Voting and Exchange Trust Agreement or the Plan of Arrangement, no Akerna Shares
                                         shall be issued (and Akerna will not be required to issue any Akerna Shares) in connection
                                         with any liquidation, dissolution or winding-up of Exchangeco, or any retraction, redemption
                                         or any other exchange, direct or indirect, of Exchangeable Shares, if such issuance of
                                         Akerna Shares would not be permitted by applicable laws.



 


		2.7	Economic
                                         Equivalence



 


		(1)	So
                                         long as any Exchangeable Shares not owned by Akerna or its affiliates are outstanding:



 


		(a)	Akerna
                                         shall not without the prior approval of Exchangeco and the prior approval of the holders
                                         of the Exchangeable Shares given in accordance with Section 11(b) of the Exchangeable
                                         Share Provisions:



 


		(i)	issue
                                         or distribute Akerna Shares (or securities exchangeable for or convertible into or carrying
                                         rights to acquire Akerna Shares) to the holders of all or substantially all of the then
                                         outstanding Akerna Shares by way of stock or share dividend or other distribution, other
                                         than an issue of Akerna Shares (or securities exchangeable for or convertible into or
                                         carrying rights to acquire Akerna Shares) to holders of Akerna Shares: (A) who exercise
                                         an option to receive dividends in Akerna Shares (or securities exchangeable for or convertible
                                         into or carrying rights to acquire Akerna Shares) in lieu of receiving cash dividends;
                                         or (B) pursuant to any dividend reinvestment plan or scrip dividend or similar arrangement;
                                         or



 




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		(ii)	issue
                                         or distribute rights, options or warrants to the holders of all or substantially all
                                         of the then outstanding Akerna Shares entitling them to subscribe for or to purchase
                                         Akerna Shares (or securities exchangeable for or convertible into or carrying rights
                                         to acquire Akerna Shares); or



 


		(iii)	issue
                                         or distribute to the holders of all or substantially all of the then outstanding Akerna
                                         Shares: (A) shares or securities of Akerna of any class other than Akerna Shares (or
                                         securities convertible into or exchangeable for or carrying rights to acquire Akerna
                                         Shares); (B) rights, options, warrants or other assets other than those referred to in
                                         Section 2.7(1)(a)(ii); (C) evidence of indebtedness of Akerna; or (D) assets of Akerna;



 


unless,
in each case, Exchangeco issues or distributes the economic equivalent of such rights, options, warrants, securities, shares,
evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares; provided, however, that, for greater
certainty, the above restrictions shall not apply to any securities issued or distributed by Akerna in order to give effect to
and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement and the Plan of Arrangement.


 


		(b)	Akerna
                                         shall not without the prior approval of Exchangeco and the prior approval of the holders
                                         of the Exchangeable Shares given in accordance with Section 11(b) of the Exchangeable
                                         Share Provisions:



 


		(i)	subdivide,
                                         redivide or change the then outstanding Akerna Shares into a greater number of Akerna
                                         Shares; or



 


		(ii)	reduce,
                                         combine, consolidate or change the then outstanding Akerna Shares into a lesser number
                                         of Akerna Shares; or



 


		(iii)	reclassify
                                         or otherwise change the Akerna Shares or effect an amalgamation, merger, reorganization
                                         or other transaction affecting the Akerna Shares;



 


unless,
in each case, the same or an economically equivalent change is made simultaneously to, or in the rights of the holders of, the
Exchangeable Shares; provided, however, that, for greater certainty, the above restrictions shall not apply to any securities
issued or distributed by Akerna in order to give effect to and to consummate the transactions contemplated by, and in accordance
with the Arrangement Agreement and the Plan of Arrangement.


 


		(2)	The
                                         board of directors of Exchangeco shall determine, in good faith and in its sole discretion
                                         (with the assistance of such financial or other advisors as the board of may determine),
                                         “economic equivalence” for the purposes of any event referred to in Section
                                         2.7(1)(a) or Section 2.7(1)(b) and each such determination shall be conclusive and binding
                                         on Akerna. In making each such determination, the following factors shall, without excluding
                                         other factors determined by the board of directors of Exchangeco to be relevant, be considered
                                         by the board of directors of Exchangeco:



 


		(a)	in
                                         the case of any stock or share dividend or other distribution payable in Akerna Shares,
                                         the number of such shares issued as a result of such stock or share dividend or other
                                         distribution in proportion to the number of Akerna Shares previously outstanding;



 




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		(b)	in
                                         the case of the issuance or distribution of any rights, options or warrants to subscribe
                                         for or purchase Akerna Shares (or securities exchangeable for or convertible into or
                                         carrying rights to acquire Akerna Shares), the relationship between the exercise price
                                         of each such right, option or warrant, the number of such rights, options or warrants
                                         to be issued or distributed in respect of each Akerna Share and the Current Market Price
                                         of an Akerna Share, the price volatility of the Akerna Shares and the terms of any such
                                         instrument;



 


		(c)	in
                                         the case of the issuance or distribution of any other form of property (including without
                                         limitation any shares or securities of Akerna of any class other than Akerna Shares,
                                         any rights, options or warrants other than those referred to in Section 2.7(2)(b), any
                                         evidences of indebtedness of Akerna or any assets of Akerna), the relationship between
                                         the fair market value (as determined by the board of directors of Exchangeco in the manner
                                         above contemplated) of such property to be issued or distributed with respect to each
                                         outstanding Akerna Share and the Current Market Price of an Akerna Share;



 


		(d)	in
                                         the case of any subdivision, redivision or change of the then outstanding Akerna Shares
                                         into a greater number of Akerna Shares or the reduction, combination, consolidation or
                                         change of the then outstanding Akerna Shares into a lesser number of Akerna Shares or
                                         any amalgamation, merger, arrangement, reorganization or other transaction affecting
                                         Akerna Shares, the effect thereof upon the then outstanding Akerna Shares; and



 


		(e)	in
                                         all such cases, the general taxation consequences of the relevant event to holders of
                                         Exchangeable Shares to the extent that such consequences may differ from the taxation
                                         consequences to holders of Akerna Shares as a result of differences between taxation
                                         laws of Canada and the United States (except for any differing consequences arising as
                                         a result of differing marginal taxation rates and without regard to the individual circumstances
                                         of holders of Exchangeable Shares).



 


		(3)	Exchangeco
                                         agrees that, to the extent required, upon due notice from Akerna, Exchangeco shall use
                                         its best efforts to take or cause to be taken such steps as may be necessary for the
                                         purposes of ensuring that appropriate dividends are paid or other distributions are made
                                         by Exchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares,
                                         in order to implement the required economic equivalence with respect to the Akerna Shares
                                         and Exchangeable Shares as provided for in this Section 2.7.



 


		2.8	Tender
                                         Offers



 


In
the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Akerna Shares
(an “Offer”) is proposed by Akerna or is proposed to Akerna or its shareholders and is recommended by the board
of directors of Akerna, or is otherwise effected or to be effected with the consent or approval of the board of directors of Akerna,
and the Exchangeable Shares are not redeemed by Exchangeco or purchased by Akerna or Callco pursuant to the Redemption Call Right,
Akerna and Exchangeco will use reasonable efforts to take all such actions and do all such things as are necessary or desirable
to enable and permit holders of Exchangeable Shares (other than Akerna and its affiliates) to participate in such Offer to the
same extent and on an economically equivalent basis as the holders of Akerna Shares, without discrimination. Without limiting
the generality of the foregoing, Akerna and Exchangeco will use reasonable efforts in good faith to ensure that holders of Exchangeable
Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Exchangeco (or, if
so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of such
Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Exchangeco
to redeem, or Akerna or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of an Akerna
Control Transaction.


 




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		2.9	Akerna
                                         and Affiliates Not to Vote Exchangeable Shares



 


Each
of Akerna and Callco covenants and agrees that it shall appoint and cause to be appointed proxyholders with respect to all Exchangeable
Shares held by it and its affiliates for the sole purpose of attending each meeting of holders of Exchangeable Shares in order
to be counted as part of the quorum for each such meeting. Each of Akerna and Callco further covenants and agrees that it shall
not, and shall cause its affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares
from time to time pursuant to the Exchangeable Share Provisions or pursuant to the provisions of the Business Corporations
Act (Ontario) (or any successor or other corporate statute by which Exchangeco may in the future be governed) with respect
to any Exchangeable Shares held by it or by its affiliates in respect of any matter considered at any meeting of holders of Exchangeable
Shares; provided however, for further clarity, that this Section 2.9 shall not in any way restrict the right of Akerna or any
of its affiliates to vote their common shares of Exchangeco in accordance with the Exchangeable Share Provisions.


 


		2.10	Ordinary
                                         Market Purchases



 


For
greater certainty, nothing contained in this Agreement, including without limitation the obligations of Akerna contained in Section
2.8, shall limit the ability of Akerna (or any of its affiliates) to make ordinary market or other voluntary purchases of Akerna
Shares in accordance with applicable laws and regulatory or stock exchange requirements.


 


		2.11	Ownership
                                         of Outstanding Shares



 


Without
the prior approval of Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section
11(b) of the Exchangeable Share Provisions, Akerna covenants and agrees in favour of Exchangeco that, as long as any outstanding
Exchangeable Shares not owned by Akerna or its affiliates are outstanding, Akerna will be and remain the direct or indirect beneficial
owner of all issued and outstanding common shares in the capital of Exchangeco and Callco. Notwithstanding the foregoing, Akerna
shall not be in violation of this Section 2.11 if any person or group of persons acting jointly or in concert acquires all or
substantially all of the assets of Akerna or the Akerna Shares pursuant to any merger or similar transaction involving Akerna
pursuant to which Akerna is not the surviving corporation.


 


Article
3

AKERNA SUCCESSORS


 


		3.1	Certain
                                         Requirements in Respect of Combination, etc.



 


So
long as any Exchangeable Shares not owned by Akerna or its affiliates are outstanding, Akerna shall not enter into any transaction
(whether by way of reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby
all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case
of an amalgamation or merger, of the continuing corporation resulting therefrom, provided that it may do so if:


 


		(a)	such
                                         other person or continuing corporation (the “Akerna Successor”) by operation
                                         of law, becomes, without more, bound by the terms and provisions of this Agreement or,
                                         if not so bound, executes, prior to or contemporaneously with the consummation of such
                                         transaction, an agreement supplemental hereto and such other instruments (if any) as
                                         are necessary or advisable to evidence the assumption by the Akerna Successor of liability
                                         for all moneys payable and property deliverable hereunder and the covenant of such Akerna
                                         Successor to pay and deliver or cause to be paid and delivered the same and its agreement
                                         to observe and perform all the covenants and obligations of Akerna under this Agreement;
                                         and



 




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		(b)	such
                                         transaction shall be upon such terms and conditions as to preserve and not to impair
                                         any of the rights, duties, powers and authorities of the other parties hereunder or the
                                         holders of the Exchangeable Shares.



 


		3.2	Vesting
                                         of Powers in Successor



 


Whenever
the conditions of Section 3.1 have been duly observed and performed, the parties, if required by Section 3.1, shall execute and
deliver the supplemental agreement provided for in Section 3.1(a) and thereupon the Akerna Successor and such other person that
may then be the issuer of the Akerna Shares shall possess and from time to time may exercise each and every right and power of
Akerna under this Agreement in the name of Akerna or otherwise and any act or proceeding by any provision of this Agreement required
to be done or performed by the board of directors of Akerna or any officers of Akerna may be done and performed with like force
and effect by the directors or officers of such Akerna Successor.


 


		3.3	Wholly-Owned
                                         Subsidiaries



 


Nothing
herein shall be construed as preventing: (a) the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Akerna
(other than Exchangeco or Callco) with or into Akerna; (b) the winding-up, liquidation or dissolution of any wholly-owned direct
or indirect subsidiary of Akerna (other than Exchangeco or Callco), provided that all of the assets of such subsidiary are transferred
to Akerna or another wholly-owned direct or indirect subsidiary of Akerna; (c) any other distribution of the assets of any wholly-owned
direct or indirect subsidiary of Akerna among the shareholders of such subsidiary for the purpose of winding up its affairs; and
(d) any such transactions are expressly permitted by this Article 3.


 


		3.4	Successorship
                                         Transaction



 


Notwithstanding
the foregoing provisions of this Article 3, in the event of an Akerna Control Transaction:


 


		(a)	in
                                         which Akerna merges or amalgamates with, or in which all or substantially all of the
                                         then outstanding Akerna Shares are acquired by, one or more other corporations to which
                                         Akerna is, immediately before such merger, amalgamation or acquisition, “related”
                                         within the meaning of the Income Tax Act (Canada) (otherwise than by virtue of
                                         a right referred to in paragraph 251(5)(b) thereof);



 


		(b)	which
                                         does not result in an acceleration of the Redemption Date in accordance with paragraph
                                         (ii) of the definition of Redemption Date in the Exchangeable Share Provisions; and



 


		(c)	in
                                         which all or substantially all of the then outstanding Akerna Shares are converted into
                                         or exchanged for shares or rights to receive such shares (the “Other Shares”)
                                         or another corporation (the “Other Corporation”) that, immediately after
                                         such Akerna Control Transaction, owns or controls, directly or indirectly, Akerna;



 


then
all references herein to “Akerna” shall thereafter be and be deemed to be references to “Other Corporation”
and all references herein to “Akerna Shares” shall thereafter be and be deemed to be references to “Other Shares”
(with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption
or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement or the exchange of such
shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Akerna Control Transaction being entitled
to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received
if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the Plan of Arrangement,
or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Akerna
Control Transaction and the Akerna Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent
changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or
reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further
action required.


 




    	 	- 9 - 	 



     


    

  


Article
4

GENERAL


 


		4.1	Term



 


This
Agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect
at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire
Exchangeable Shares) are held by any person other than Akerna and any of its affiliates.


 


		4.2	Changes
                                         in Capital of Akerna and Exchangeco



 


Notwithstanding
the provisions of Section 4.4, at all times after the occurrence of any event contemplated pursuant to Section 2.7 and Section
2.8 or otherwise, as a result of which either Akerna Shares or the Exchangeable Shares or both are in any way changed, this Agreement
shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis,
to all new securities into which Akerna Shares or the Exchangeable Shares or both are so changed and the parties hereto shall
execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.


 


		4.3	Severability



 


If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.


 


		4.4	Amendments,
                                         Modifications



 


Subject
to Section 4.2, Section 4.3 and Section 4.5 this Agreement may not be amended or modified except by an agreement in writing executed
by Akerna, Callco and Exchangeco and approved by the holders of the Exchangeable Shares in accordance with Section 11(b) of the
Exchangeable Share Provisions. No amendment or modification or waiver of any of the provisions of this Agreement otherwise permitted
hereunder shall be effective unless made in writing and signed by all of the parties hereto.


 


		4.5	Ministerial
                                         Amendments



 


Notwithstanding
the provisions of Section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval
of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of:


 


		(a)	adding
                                         to the covenants of any or all of the parties hereto if the board of directors of each
                                         of Akerna, Callco and Exchangeco shall be of the good faith opinion that such additions
                                         will not be prejudicial to the rights or interests of the holders of the Exchangeable
                                         Shares;



 


		(b)	evidencing
                                         the succession of Akerna Successors and the covenants of and obligations assumed by each
                                         such Akerna Successor in accordance with the provisions of Article 3;



 




    	 	- 10 - 	 



     


    

  


		(c)	making
                                         such amendments or modifications not inconsistent with this Agreement as may be necessary
                                         or desirable with respect to matters or questions arising hereunder which, in the good
                                         faith opinion of the board of directors of each of Akerna, Callco and Exchangeco, it
                                         may be expedient to make, provided that each such board of directors shall be of the
                                         good faith opinion, after consultation with counsel, that such amendments or modifications
                                         will not be prejudicial to the rights or interests of the holders of the Exchangeable
                                         Shares; or



 


		(d)	making
                                         such changes or corrections hereto which, on the advice of counsel to Akerna, Callco
                                         and Exchangeco, are required for the purpose of curing or correcting any ambiguity or
                                         defect or inconsistent provision or clerical omission or mistake or manifest error contained
                                         herein, provided that the boards of directors of each of Akerna, Callco and Exchangeco
                                         shall be of the good faith opinion that such changes or corrections will not be prejudicial
                                         to the rights or interests of the holders of the Exchangeable Shares.



 


		4.6	Meeting
                                         to Consider Amendments



 


Exchangeco,
at the request of Akerna, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering
any proposed amendment or modification requiring approval pursuant to Section 4.4. Any such meeting or meetings shall be called
and held in accordance with the articles of Exchangeco, the Exchangeable Share Provisions and all applicable laws.


 


		4.7	Escrow
                                         Agreement



 


Notwithstanding
any other provision hereof, the parties hereto acknowledge and agree that the Exchangeable Shares and Akerna Shares are, as at
the date hereof, subject to the terms and conditions of the Escrow Agreement (as defined in the Arrangement Agreement), and for
so long as such shares continue to be subject to the Escrow Agreement, any transfer or exchange of Exchangeable Shares pursuant
to this Agreement will be made subject to the Escrow Agreement and any Exchangeable Share consideration issued in respect of Exchangeable
Shares will be subject to the Escrow Agreement.


 


		4.8	Enurement



 


This
Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.


 


		4.9	Notices
                                         to Parties



 


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


 


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



 


	 	Akerna Corp.
	 	1601 Arapahoe Street 
	 	Denver, CO 80202
	 	 	 
	 	Attention:	John Fowle, Chief Financial Officer
	 	Email:	john.fowle@akerna.com
	 	 	 
	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Dentons Canada LLP 
	 	15th Floor, Bankers Court,
    850 – 2nd Street S.W. 
	 	Calgary, Alberta T2P 0R8
	 	 
	 	Attention:	Bennett Wong
	 	Email:	bennett.wong@dentons.com


 






    	 	- 11 - 	 



     


    




  


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



 


	 	Akerna Corp.
	 	1601 Arapahoe Street 
	 	Denver, CO 80202
	 	 	 
	 	Attention:	John Fowle, Chief Financial Officer
	 	Email:	john.fowle@akerna.com
	 	 	 
	 	with copies (which shall not constitute
    notice) to:
	 	 
	 	Dentons Canada LLP 
	 	15th Floor, Bankers Court,
    850 – 2nd Street S.W. 
	 	Calgary, Alberta T2P 0R8
	 	 
	 	Attention:	Bennett Wong
	 	Email:	bennett.wong@dentons.com


  


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


 


		4.10	Counterparts



 


This
Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


		4.11	Jurisdiction



 


This
Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable
therein. Each party hereto irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario with respect
to any matter arising hereunder or related hereto.


 


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    	 	- 12 - 	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	AKERNA CORP.
	 	 	 
	 	By:	/s/ John Fowle
	 	 	Name: John Fowle
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Akerna Canada Ample Exchange Inc.
	 	 	 
	 	By:	/s/ Jessica Billingsley
	 	 	Name: Jessica Billingsley
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Akerna Canada Holdings Inc.
	 	 	 
	 	By:	/s/ John Prentice
	 	 	Name: John Prentice
	 	 	Title: Shareholder Representative


  


[Exchangeable
Share Support Agreement]