Exhibit 10.71

[EXECUTION VERSION]

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”), dated as of December 28, 2023 (the “Closing Date”), is entered into among Akerna Canada Ample Exchange Inc., a Corporation incorporated under the laws of Ontario (the “Vendor”), AKERNA CORP., a corporation incorporated under the laws of the State of Delaware (the “Parent”), WILCOMPUTE SYSTEMS GROUP INC., a Corporation incorporated under the laws of Ontario (the “Purchaser”).

WHEREAS the Vendor owns all of the Shares (as defined below) in the capital of Ample Organics Inc., a Corporation incorporated under the laws of Ontario (the “Corporation”);

AND WHEREAS the Vendor wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Vendor, the Shares, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Capitalized terms that are not defined herein shall have the meanings specified or set forth in Schedule A.

ARTICLE 2
PURCHASE AND SALE

Subject to the terms and conditions set forth herein, at the Closing, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, all of the Vendor’s rights, title and interest in and to the Shares, free and clear of all Encumbrances (other than restrictions on transfer of securities under Applicable Securities Laws and in the Constating Documents of the Corporation).

In consideration for the sale of the Shares pursuant to Section 2.1, subject to the terms of this Agreement (including Section 2.4 and Article 9, as applicable), the aggregate purchase price payable by the Purchaser to the Vendor shall be equal to, and shall be satisfied by the Purchaser, as follows (collectively, the “Purchase Price”): at the Closing, the Purchaser shall pay to the Vendor the Estimated Cash Consideration.

At the Closing, the Purchaser shall, on behalf of the Corporation, pay from the Estimated Cash Consideration, the Estimated Indebtedness and Estimated Transaction Expenses, if any, identified on the Estimated Closing Statement (which Estimated Indebtedness and Estimated Transaction Expenses shall, for the avoidance of doubt, be taken into account in determining the Estimated Cash Consideration) to the extent not paid by the Corporation prior to the Closing, to the account or accounts specified in payoff letter(s) with respect to such Estimated Indebtedness or Estimated Transaction Expenses, as applicable, in form and substance reasonably satisfactory to the Purchaser.

Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “Closing”) to be held virtually on the Closing Date by exchanging copies of all documents required to be delivered by the parties under this Agreement by email, or in such other manner as the Vendor and the Purchaser may mutually agree upon in writing.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES REGARDING THE CORPORATION

Except as set forth in the Disclosure Schedules, the Vendor represents and warrants to the Purchaser that the statements contained in this Article 3 are true and correct as of the date hereof.

The Corporation is a corporation incorporated under the Laws of Ontario and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to the Corporation’s Knowledge, the bankruptcy, insolvency, liquidation or winding up of the Corporation. The Corporation has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. The Corporation has the corporate power and capacity to own, operate or lease the properties and Assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.1 of the Disclosure Schedules sets forth each jurisdiction in which the Corporation is licensed or registered to carry on business, and the Corporation is duly licensed or registered to carry on business and has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary. All corporate actions taken by the Corporation in connection with this Agreement and the other Transaction Documents will be duly authorized on or before the Closing.

The execution, delivery and performance by the Corporation of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Constating Documents of the Corporation; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Corporation; (c) conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Corporation is a party; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any Assets of the Corporation. Except as set forth in 3.3 of the Disclosure Schedules, no consent, approval, waiver or authorization is required to be obtained by the Corporation from any Person (including any Governmental Authority) in connection with the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby.

Complete copies of the Financial Statements have been delivered to the Purchaser. The Financial Statements have been prepared in accordance with US GAAP in all material respects applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Corporation, and fairly present in all material respects the financial condition of the Corporation as of the respective dates they were prepared and the results of the operations of the Corporation for the periods indicated. The Corporation maintains a standard system of accounting. The Company has never had any audited financial statements.

The Corporation has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise in accordance with IFRS (collectively, the “Liabilities”), except: (a) those that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; (b) those that have been incurred in the Ordinary Course consistent with past practice since the Balance Sheet Date and that are not, individually or in the aggregate, material in amount.

Since the Balance Sheet Date, and other than in the Ordinary Course consistent with past practice and except as disclosed herein, there has not been, with respect to the Corporation, any Material Events.

Section 3.8 of the Disclosure Schedules sets forth the customers of the Corporation in the current fiscal year and in the past fiscal year who paid aggregate consideration to the Corporation more than $30,000 in any such year for goods or services rendered by the Corporation. Except as set forth in Section 3.8 of the Disclosure Schedules, the Corporation has not received any notice, and has no reason to believe, that any such customers have ceased, or intend to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Corporation.

Section 3.9 of the Disclosure Schedules sets forth suppliers of the Corporation in the current fiscal year and the past fiscal year to whom the Corporation has paid more than $10,000 in any such year for goods or services purchased by the Corporation.

The Corporation has good and marketable title to all personal property and all Assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than Assets sold or otherwise disposed of in the Ordinary Course consistent with past practice since the Balance Sheet Date. All personal property and Assets owned by the Corporation are free from all Encumbrances except for Permitted Encumbrances. The Corporation does not own or hold registered or beneficial fee simple, freehold or leasehold title to any real property and is not subject or party to any agreement or option to own freehold title to any real property or any interest in real property.

For all such registered Corporate IP, Section 3.11(a) of the Disclosure Schedules lists (A) the jurisdiction where the application or registration is located; (B) the application or registration number; and (C) the application or registration date.

The Accounts Receivable reflected on the Balance Sheet and the Accounts Receivable arising after the date thereof: (a) have arisen from bona fide transactions entered into by the Corporation involving the rendering of services in the Ordinary Course consistent with past practice; and (b) constitute only valid, undisputed claims of the Corporation not subject to claims of set-off or other defences or counter-claims other than normal cash discounts accrued in the Ordinary Course, which in the aggregate do not exceed $10,000; and (c) subject to a reserve for bad debts shown on the Balance Sheet or, with respect to Accounts Receivable arising after the Balance Sheet Date, on the accounting records of the Corporation, are collectible in full. The reserve for bad debts shown on the Balance Sheet or, with respect to Accounts Receivable arising after the Balance Sheet Date, on the accounting records of the Corporation have been consistently applied, subject to normal year- end adjustments and the absence of disclosures normally made in footnotes.

Section 3.14 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workplace safety and insurance, workers compensation, vehicle, director’s and officers’ liability, fiduciary liability and other casualty and property insurance maintained by the Corporation or the Vendor or an Affiliate of the Corporation or the Vendor relating to the Assets, Business, operations, employees, officers and directors of the Corporation (collectively, the “Insurance Policies”) and true and complete copies of each of the Insurance Policies have been made available to the Purchaser. The Insurance Policies are in full force and effect and shall remain in full force and effect immediately following the consummation of the transactions contemplated by this Agreement. None of the Corporation, the Vendor or any of their respective Affiliates have received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of any Insurance Policies. All premiums due on the Insurance Policies have either been paid or, if due and payable before Closing, will be paid before Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience based liability on the part of the Corporation. All such Insurance Policies: (a) are valid and binding in accordance with their terms; and (b) have not been subject to any lapse in coverage. Except as set forth in Section 3.14 of the Disclosure Schedules, there are no claims related to the business of the Corporation pending under any Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. None of the Corporation, the Vendor or any Affiliate of the Corporation or the Vendor is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy. The Insurance Policies are sufficient for compliance with all applicable Laws and Contracts to which the Corporation is a party or by which it is bound.

There are no Actions pending or, to the Corporation’s Knowledge, threatened: (a) against or by the Corporation affecting any of its Assets (or by or against the Vendor or any Affiliate thereof and relating to the Corporation); or (b) against or by the Corporation, the Vendor or any Affiliate of the Corporation or the Vendor that challenges or seeks to prevent, enjoin or otherwise delay the Closing or the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Corporation or any of its Assets.

The Corporation is: (i) in compliance with all applicable Environmental Laws; and (ii) possesses and is in compliance with all Environmental Permits necessary to operate the Business.

Except as set forth in Section 3.20 of the Disclosure Schedules:

Except as set forth in Section 3.21 or any other of the Disclosure Schedules, and except for the payment of dividends in the Ordinary Course:

The Books and Records of the Corporation, all of which have been made available to the Purchaser, are complete and correct in all material respects and have been maintained in accordance with generally accepted business practices. The minute books of the Corporation contain accurate and complete records of all meetings, and resolutions in writing of, the shareholders, the board of directors and any committees of the board of directors of the Corporation, and no meeting, or resolution in writing, of any such shareholders, board of directors or committee has been held for which minutes or resolutions in writing have not been prepared and are not contained in such minute books. At the Closing, all of the Books and Records will be in the possession of the Corporation.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of the Corporation.

A complete list of the Corporation’s banking institutions, bank accounts, bank account numbers and signing authorities are set out in Section 3.24 of the Disclosure Schedules. A copy of the Corporation’s bank reconciliation for the most recent period has been provided to the Purchaser and such reconciliation is true and correct in all material respects.

To the Corporation’s Knowledge, no representation or warranty by the Vendor in this Article 3 and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Purchaser under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. Except for the representations and warranties contained in this Agreement (including Article 3 of this Agreement and the related portions of the Disclosure Schedules), the Corporation and the Vendor has not made and does not make any other express or implied representation or warranty, either written or oral, on behalf of the Corporation, including any representation or warranty as to future revenue, profitability, or success of the Corporation.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES REGARDING THE VENDOR

Except as set forth in the Disclosure Schedules, the Vendor represents and warrants to the Purchaser that the statements contained in this Article 4 are true and correct as of the date hereof.

The Vendor is a corporation incorporated and existing under the Laws of its jurisdiction of formation and has not been discontinued or dissolved under such Laws and no steps or proceedings have been taken to authorize or require such discontinuance or dissolution of the Vendor. To the Vendor’s Knowledge, no steps or proceedings have been taken to authorize or require the bankruptcy, insolvency, liquidation or winding up of the Vendor. The Vendor has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority, and the Vendor has the power and capacity to enter into this Agreement and the other Transaction Documents to which the Vendor is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Vendor of this Agreement and any other Transaction Documents to which the Vendor is a party, the performance by the Vendor of its obligations hereunder and thereunder and the consummation by the Vendor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Vendor. This Agreement has been duly executed and delivered by the Vendor, and (assuming due authorization, execution and delivery by the Purchaser), this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, subject to: (a) bankruptcy, insolvency, moratorium, reorganization and other Laws relating to or affecting the enforcement of creditors’ rights generally and (b) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court. When each other Transaction Document to which the Vendor is or will be a party has been duly executed and delivered by the Vendor (assuming due authorization, execution and delivery by each other party or parties thereto), such Transaction Document will constitute a legal, valid and binding obligation of the Vendor enforceable against it, in accordance with its terms subject to: (x) bankruptcy, insolvency, moratorium, reorganization and other Laws relating to or affecting the enforcement of creditors’ rights generally and (y) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

The execution, delivery and performance by the Vendor of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Constating Documents of the Vendor; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Vendor; or (c) except as set forth in 4.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Vendor is a party or by which the Vendor is bound or to which any of their Assets are subject (including any Material Contract) or any Permit affecting the Assets or Business of the Corporation. Except as set forth in 4.3 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Vendor in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

The Vendor is not a non-resident of Canada within the meaning of the Tax Act.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of the Vendor.

There are no Actions pending or, to the Vendor’s Knowledge, threatened against or by such Vendor affecting the Shares that challenges or seeks to prevent, enjoin or otherwise delay the Closing or the Transaction contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

To the Vendor’s Knowledge, no representation or warranty by the Vendor in this Article 4 and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Purchaser under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. Except for the representations and warranties contained in this Agreement (including Article 4 of this Agreement and the related portions of the Disclosure Schedules), the Vendor has not made and does not make any other express or implied representation or warranty, either written or oral, on behalf of itself.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Purchaser represents and warrants to the Vendor that the statements contained in this Article 5 are true and correct as of the date hereof.

The Purchaser is a corporation incorporated and existing under the Laws of Ontario and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to the Purchaser’s Knowledge, the bankruptcy, insolvency, liquidation or winding up of the Purchaser. The Purchaser has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. The Purchaser has the corporate power and capacity to enter into this Agreement and the other Transaction Documents to which the Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and any other Transaction Document to which the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Vendor) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. When each other Transaction Document to which the Purchaser is or will be a party has been duly executed and delivered by the Purchaser (assuming due authorization, execution and delivery by the Vendor), such Transaction Document will constitute a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.

The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Constating Documents of the Purchaser; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Purchaser or (c) require the consent, notice or other action by any Person under any agreement to which Purchaser is a party, which consent, notice, or other action has not already been obtained, given, or fully performed, respectively.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of the Purchaser.

The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act (Canada).

As of the Closing, Purchaser will have sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price (including any adjustment amounts that may become payable by Buyer under this Agreement) and consummate the transactions contemplated by this Agreement.

There are no Actions pending or, to Purchaser’s knowledge, threatened against or by Purchaser or any affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Purchaser’s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE PARENT

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Parent represents and warrants to the Purchaser that the statements contained in this Article 6 are true and correct as of the date hereof.

The Parent is a corporation incorporated and existing under the Laws of Delaware and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to the Parent’s Knowledge, the bankruptcy, insolvency, liquidation or winding up of the Purchaser. The Parent has the corporate power and capacity to enter into this Agreement and the other Transaction Documents to which the Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Parent of this Agreement and any other Transaction Document to which the Parent is a party, the performance by the Parent of its obligations hereunder and thereunder and the consummation by the Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Parent. This Agreement has been duly executed and delivered by the Parent, and (assuming due authorization, execution and delivery by the Parent) this Agreement constitutes a legal, valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms. When each other Transaction Document to which the Parent is or will be a party has been duly executed and delivered by the Parent (assuming due authorization, execution and delivery by the Vendor and the Parent), such Transaction Document will constitute a legal, valid and binding obligation of the Parent enforceable against it in accordance with its terms.

The execution, delivery and performance by the Parent of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Constating Documents of the Parent; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Parent or (c) require the consent, notice or other action by any Person under any agreement to which Parent is a party, which consent, notice, or other action has not already been obtained, given, or fully performed, respectively.

As of the Closing, Parent will have sufficient cash on hand or other sources of immediately available funds to enable it to fully perform the Guarantee Obligations.

There are no Actions pending or, to Parent’s Knowledge, threatened against or by Parent or any affiliate of Parent that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Parent’s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

ARTICLE 7
COVENANTS

From and after the Closing, the Vendor shall, and shall cause its Affiliates to, hold, and shall use commercially reasonable efforts to cause its respective Representatives to hold, in confidence any and all information of a confidential or secret nature, whether written or oral, concerning the Corporation, except to the extent that the Vendor can show that such information: (a) is generally available to and known by the public through no fault of the Vendor, any of its Affiliates or any of its Representatives; or (b) is lawfully acquired by the Vendor, any of its Affiliates or any of its Representatives from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Vendor, any of its Affiliates or any of its Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Vendor shall promptly notify the Purchaser in writing and shall disclose only that portion of such information that the Vendor is advised by its counsel in writing is legally required to be disclosed; provided that the Vendor shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

From and after the Closing Date, the Vendor and Akerna Corp. shall not, whether directly or indirectly, disparage or make any statement or publication that is intended to or has the effect of disparaging, impugning or injuring the reputation or interests of the Purchaser, the Corporation, their Affiliates or their businesses (including, without limitation, the Business) or any of its products, services, partners, officers or employees.

Effective as of the Closing Date, except in respect of any Excluded Claim, each of Akerna Corp. and the Vendor, on behalf of themselves and, as applicable, their, heirs, successors, predecessors, and assigns (the “Vendor Related Parties”), hereby releases, acquits and forever discharges the Corporation, its Affiliates and their respective employees, officers, equityholders, directors, Representatives, agents, successors, predecessors, Affiliates and assigns (collectively, the “Vendor Released Parties”), from any and all claims, rights, demands, causes of action, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including legal fees and expenses), whether based on Canadian, foreign, federal, state, provincial, local, statutory or common law or any other Law of any kind, nature and/or description, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, actual or potential, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not asserted, threatened, alleged or litigated, at law, equity or otherwise, arising out of, relating to, or resulting from any circumstances, conduct, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations or omissions, errors, negligence, breach of contract, tort, violation of Law, matter or cause occurring or arising prior to or on the Closing Date and arising from or related in any way to the ownership, management or operation of the Corporation or employment by the Corporation on or prior to the Closing Date, which the Vendor or Vendor Related Parties has had, now has, or may have in the future against the Vendor Released Parties, whether known or unknown. For the avoidance of doubt and notwithstanding the foregoing, nothing contained herein will operate to release any obligations or liability of the Corporation (i) arising under this Agreement or any Transaction Document, (ii) in the case of any Vendor Related Party, who is a director, officer, employee, shareholder or Affiliate of a shareholder of the Corporation, claims for indemnification in accordance with the Corporation’s constating documents, (iii) arising under any then-existing insurance policy of the Corporation or its Affiliates, or (iv) constituting fraud, intentional misrepresentation, criminal activity or willful misconduct of the Purchaser (collectively, the “Excluded Claims”).

Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

The Parent covenants and agrees to fully guarantee and hereby fully guarantee (referred to in this Section 7.7 as the “Guarantee”) the obligations and liabilities of the Vendor in this Agreement and agrees to duly and punctually perform, discharge and fully pay or cause to be duly and punctually performed and discharged and fully paid all obligations and liabilities of the Vendor contained in this Agreement (the foregoing are collectively referred to in this Section 7.7 as the “Guarantee Obligations”), in the event that the Vendor fails to duly and punctually perform, discharge and/or fully pay, in whole or in part, any of its Guarantee Obligations under this Agreement. In the event that the Vendor fails to so perform, discharge or pay any such Guarantee Obligation, in respect of an amount agreed to in writing by the Vendor in this Agreement or finally adjudicated under Article 9 to be payable by the Vendor, the Parent shall, within 10 Business Days after the Purchaser makes a demand therefor to the Parent, duly and punctually perform, discharge and/or fully pay such Guarantee Obligation. The Parent agrees that (i) the obligations of the Parent pursuant to the Guarantee are absolute, unconditional (subject to the demands in the immediately preceding sentence having been made), irrevocable and continuing and shall not in any way or to any extent be discharged, impaired or otherwise affected except by due and punctual performance and/or full payment thereof by the Vendor and/or the Parent (in accordance with the Guarantee), provided that the Parent expressly reserves to themselves the right to exercise any and all defences which would be available to the Vendor and which are not in derogation of the Parent’s agreements under this Section 7.7, (ii) the Parent shall be liable pursuant to the Guarantee for the Guarantee Obligations as primary obligor and not merely as a surety, and (iii) the Parent shall duly and punctually perform, discharge and/or fully pay any and all Guarantee Obligations within 10 Business Days after proper demand therefor from the Purchaser in accordance with this Section 7.7. The Purchaser shall not be bound to exhaust its recourse against the Vendor before becoming entitled to payment from the Parent under the Guarantee. The obligations of the Parent to pay under the Guarantee will not be limited or reduced by any changes in any Vendor’s name or any reorganization or amalgamation. Without releasing, discharging, limiting or otherwise affecting, in whole or in part, the liability of the Parent hereunder, the Purchaser may grant extensions of time or other indulgences, take and give up securities, abstain from taking or perfecting securities, accept compositions, grant releases and discharges and otherwise deal with the Vendor as the Purchaser may see fit. The obligation of the Parent to pay under the Guarantee will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser against the Vendor due to any incapacity, disability or lack or limitation of status or of the power of the Vendor or as a result of the bankruptcy, insolvency, winding-up or similar proceedings involving the Vendor or for any other reason whatsoever.

ARTICLE 8
CONDITIONS TO CLOSING

At the Closing, the Vendor and the Corporation, as applicable, shall deliver or cause to be delivered to the Purchaser or its designee:

At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor or its designee:

ARTICLE 9

INDEMNIFICATION

Subject to the limitations and other provisions of this Agreement, the representations and warranties set out herein shall survive the Closing and shall remain in full force and effect until the date that is the earlier of (a) the occurrence of the Designated Event; and (b) twelve (12) months from the Closing Date; provided that the representations and warranties in Section 3.20 will survive the Closing until the date which is 90 days after the last day upon which any of the relevant Governmental Authorities is entitled to assess or reassess the Corporation (or to raise claims against the Purchaser or the Corporation relating to that assessment or reassessment) with respect to any Pre-Closing Tax Periods. All covenants and agreements of the parties set out herein which are intended to be performed on or prior to the Closing shall terminate on Closing once fully performed; provided that those covenants and agreements of the parties set out herein that provide for or contemplate performance after the Closing shall survive the Closing indefinitely or for the period explicitly specified therein (which surviving covenants include, without limitation, those covenants set forth in Section 2.4, Section 7.5, Section 7.7, and Article 9, in accordance with their terms). Notwithstanding anything contained herein to the contrary, the indemnification obligations of the Vendor in respect of the matters set forth in Section 9.2(c) shall survive the Closing until the date which is 90 days after the last day upon which any of the relevant Governmental Authorities is entitled to assess or reassess the Corporation (or to raise claims against the Purchaser or the Corporation relating to that assessment or reassessment) with respect to any Pre-Closing Tax Periods. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party before the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation, warranty, or covenant and such claims shall survive until finally resolved. Notwithstanding the foregoing, nothing in this Article 9 or otherwise will operate to limit the right of any party hereto to bring any claim or cause of action against any Person arising out of common law fraud. The Vendor hereby agrees to immediately notify the Purchaser of the occurrence of the Designated Event.

Subject to the other terms and conditions of this Article 9, the Vendor, which shall not include any Affiliates of the Vendor except for Parent to the extent of the Guarantee in Section 7.7 hereof, shall indemnify and defend each of the Purchaser and its Affiliates (including the Corporation) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

Subject to the other terms and conditions of this Article 9, the Purchaser shall indemnify and defend the Vendor, their Affiliates and their Representatives (collectively, the “Vendor Indemnitees”) against, and shall hold each of them harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Vendor Indemnitees based upon, arising out of, with respect to or by reason of:

The indemnification provided for in Section 9.2 and Section 9.3 shall be subject to the following limitations:

Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnify hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defence of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defence of any such Action with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defence of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and no action taken by the Indemnified Party in accordance with such defence and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to damages resulting therefrom. The Indemnifying Party shall not settle an Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). The rights and remedies provided in this Article 9 are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable under this Article 9, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by certified cheque, wire transfer or bank draft. Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, the Purchaser may, without notice to the Vendor, set-off any amounts payable by the Purchaser to the Vendor pursuant to this Agreement against any and all liabilities of the Vendor to the Purchaser Indemnitees for indemnification pursuant to Section 9.2.

All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

ARTICLE 10

MISCELLANEOUS

All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.2):

If to the Vendor:

Akerna Corp.

1550 Larimer St., #246

Denver, Colorado 80202

Email: jlb@akerna.com

Attention:  Jessica Billingsley, Chief Executive Officer

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

Dorsey & Whitney LLP

1400 Wewatta St. Suite 400

Denver, Colorado 8202

Email: brenkert.jason@dorsey.com

Attention: Jason K. Brenkert, Esq.

If to the Purchaser:

WILCOMPUTE SYSTEMS GROUP INC.

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

Fasken Martineau DuMoulin LLP

333 Bay St., Suite 2400

Toronto, Ontario, M5H 2T6

For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Schedules, Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or any of the terms hereof without the prior written consent of each of the Purchaser and the Vendor (which consent shall not be unreasonably withheld or delayed).

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

This Agreement, the other Transaction Documents and the agreement under the heading “Exclusivity” in the letter of intent dated October 23, 2023 between the Corporation and the Purchaser constitute the sole and entire agreements of the parties to this Agreement with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous understandings and agreements, both written and oral, projections, financial models or forecasts with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Schedules and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Vendor, on the one hand, nor the Purchaser, on the other hand, may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Except as provided in Article 9, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PURCHASER:

SCHEDULE A

DEFINITIONS

The following terms have the meanings specified or set forth in this Schedule A:

“Accounts Payable” means accounts payable and any other amounts due and owing to trades, suppliers and other persons in the Ordinary Course of Business, but excluding any costs and expenses related to the Transaction, in each case as recorded as payable in the Corporations’ Books and Records.

“Accounts Receivable” means trade receivables, bills receivable, trade accounts, book debts, employee loans and advances, supplier rebate accruals, and insurance claims, in each case as recorded as a receivable in the Corporation’s Books and Records; provided that “Accounts Receivable” shall not include any of the foregoing amounts to the extent they have not been received by the Corporation within 90-days of coming into existence.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, judicial or quasi- judicial inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of assessment, notice of reassessment or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity.

“Affiliate” when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term “controlled” has a corresponding meaning; provided that, in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person.

“Agreement” has the meaning set forth in the preamble.

“Applicable Securities Laws” means all securities and corporate laws, rules, regulations, instruments, notices, blanket orders, decision documents, statements, circulars, procedures and policies that are applicable to the Purchaser.

“Articles” means the original or restated articles of incorporation, articles of amendment, articles of continuance, articles of amalgamation, articles of arrangement, articles of reorganization, articles of dissolution, articles of revival, articles of constitution, letters patent, supplemental letters patent, a special act, memorandum and articles of association or any other instrument by which a corporation is incorporated.

“Assessment” means an assessment or re-assessment from any Governmental Authority in respect of any Tax Return.

“Assets” means all of the assets, real and personal, tangible and intangible, of the Corporation.

“Balance Sheet” has the meaning set forth in the definition of “Financial Statements” in this Schedule A.

“Balance Sheet Date” has the meaning set forth in the definition of “Financial Statements” in this Schedule A.

“Benefit Plan” means all employee benefit plans, agreements, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any employees, directors or officers or former employees, directors or officers of the Corporation, or any spouses, dependents or survivors of any employee or former employee of the Corporation, or in respect of which the Corporation is a party to or bound by or is obligated to contribute or in any way liable, whether or not insured or whether or not subject to any Law, except that the term “Benefit Plan” shall not include any statutory plans with which the Corporation is required to comply, including the Canada Pension Plan, Québec Pension Plan and plans administered under applicable provincial health tax, workers’ compensation, workplace health and safety and employment insurance legislation.

“Books and Records” means with respect to a corporation: (a) all of such corporation’s books of account, accounting records and other financial data and information, including copies of filed Tax Returns and Assessments for each of the financial years of such corporation commencing after the Tax year ended seven years before the date of this Agreement excluding the Assessment for the most recently completed financial period; (b) the corporate records of such corporation; (c) all services and purchase records, lists of suppliers, patients and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information of, or relating to, such corporation or the business of such corporation; and (d) all other books, documents, files, records, telephone call recordings, correspondence, data and information, financial or otherwise relating to such corporation, that are in the possession or under the control of such corporation, any shareholder of such corporation or an Affiliate thereof, including all data and information stored electronically or on computer related media.

“Business” means the business of the Corporation conducted prior to the Closing Date, which includes developing technology and providing a software platform which helps users comply with regulations applicable to the cannabis industry.

“Business Data” means (i) all business information and data of the Corporation (whether of employees, contractors, consultants, customers, consumers, or other Persons and whether in electronic or any other form or medium) that is, collected, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Corporation’s Business Systems; and (ii) all Personal Information.

“Business Day” means any day except Saturday, Sunday or any other day on which banks located in Toronto, Ontario or Denver, Colorado are authorized or required by Law to be closed for business.

“Business Systems” means all Software, computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes that are, in each case, owned or controlled by the Corporation in the conduct of the Business.

“Cash” means all cash and cash equivalents of the Corporation, net of the amount of all outstanding cheques written against the Corporation’s accounts (including cash book overdrafts and issued but uncashed cheques).

“CASL” means an act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), as amended from time to time.

“Closing” has the meaning set forth in Section 2.5.

“Closing Date” has the meaning set forth in the Recitals.

“Closing Date Tax Year” has the meaning set forth in Section 7.5(b).

“Closing Time” means 12:01 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Vendor and the Purchaser may mutually agree upon in writing.

“Closing Working Capital” means the actual Working Capital of the Business on the Closing Date, as set forth on the Final Closing Statement.

“Collective Agreement” means any collective agreement, letter of understanding, letter of intent or other written communication or Contract with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent, which would cover any of the Employees.

“Common Shares” means common shares in the capital of the Purchaser.

“Contaminants” has the meaning set forth in Section 3.12(f).

“Constating Documents” means the Articles, by-laws, any shareholder agreement and any other constating documents of a Person.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Corporate IP” has the meaning set forth in Section 3.11(a).

“Corporate IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Corporation is a party, beneficiary or otherwise bound.

“Corporation” has the meaning set forth in the Recitals.

“Corporation’s Knowledge” and any other similar knowledge qualification, means such knowledge as is actually known to, or which would have or should have come to the attention of the Vendor, or any director, manager or officer of the Corporation after reasonable investigation.

“Current Assets” means, without duplication, the Cash, Accounts Receivable, Inventory, Prepaid Expenses and Taxes Receivable of the Corporation, calculated in accordance with US GAAP and the Corporation’s past practices (for greater certainty, excluding any Related Party receivables).

“Current Liabilities” means, without duplication, the Accounts Payable, accrued liabilities and Taxes Payable of the Corporation calculated in accordance with US GAAP and the Corporation’s past practices, provided, however, that Current Liabilities excludes any items enumerated in the definition of Indebtedness, excludes Related Party debt and bonuses and the Transaction Expenses.

“Designated Event” means the consummation of the purchase and sale transaction contemplated in the Securities Purchase Agreement by and among Akerna Corp., Akerna Canada Ample Exchange Inc., and MJ Acquisition Corp. dated April 28, 2023, as amended.

“Disclosure Schedules” means the schedules attached to this Agreement delivered by the Vendor to the Purchaser concurrently with the execution and delivery of this Agreement.

“Disposal” means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying.

“Dollars” or “$” means the lawful currency of United States.

“Employees” means those individuals employed by the Corporation on the date of this Agreement.

“Encumbrances” means any security interest, pledge, encumbrance, lien or other similar arrangement in real or personal property.

“Environment” means the air, surface water, ground water, body of water, any land (including surface land and sub-surface strata), soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water and inorganic matters and living organisms, and the environment or natural environment as defined in any Environmental Law, and “Environmental” shall have a corresponding meaning.

“Environmental Law” means any all Laws relating to the protection of the Environment including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance.

“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made by any Governmental Authority under any Environmental Law.

“Estimated Cash Consideration” means an amount equal to:

“Estimated Closing Statement” shall have the meaning set forth in Section 2.2(a).

“Estimated Indebtedness” shall have the meaning set forth in Section 2.2(a).

“Estimated Transaction Expenses” shall have the meaning set forth in Section 2.2(a).

“Estimated Working Capital” has the meaning set forth in Section 2.2(a).

“Final Cash Consideration” means an amount equal to:

“Final Closing Statement” has the meaning set forth in Section 2.4(a).

“Financial Statements” means, collectively: (a) the unaudited annual financial statements of the Corporation for the financial period ended December 31, 2022 (the “Balance Sheet Date”), consisting of a balance sheet (the “Balance Sheet”), statement of earnings (loss) and retained earnings, statement of cash flows and the related notes thereto (the “Annual Financial Statements”); and (b) the unaudited and management prepared consolidated interim financial statements of the Corporation for the eleven-month period ended November 30, 2023, consisting of a balance sheet, statement of earnings (loss) and retained earnings, statement of cash flows and the related notes thereto (the “Interim Financial Statements”).

“Governmental Authority” means: (a) any court, tribunal, judicial body or arbitral body or arbitrator; (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency (including, for certainty, the workplace safety insurance board), governmental authority, governmental body, governmental bureau, governmental department, governmental tribunal or governmental commission of any kind whatsoever; (c) any subdivision or authority of any of the foregoing; and (d) any quasi- governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of the foregoing.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.

“GST/HST” means all taxes imposed under Part IX of the Excise Tax Act (Canada).

“Hazardous Substance” means, collectively, petroleum, any petroleum product, any radioactive material (including radon gas), explosive or flammable materials, asbestos in any form, urea- formaldehyde foam insulation, and polychlorinated biphenyls, any pollutant, contaminant, waste, hazardous substance, hazardous material, hazardous waste, toxic substance, dangerous substance, dangerous good, restricted hazardous waste, toxic substance or a source of contamination, as defined or identified in any Environmental Law.

“Indebtedness” shall mean, in respect of the Corporation, calculated as of the Closing Time, without duplication, (a) current liabilities of the Corporation or indebtedness of the Corporation for money borrowed; (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Corporation is responsible or liable; (c) all obligations of the Corporation owing as the deferred or unpaid purchase price of assets, property or services, all conditional sale obligations of the Corporation, and all obligations of the Corporation under title retention agreements (but excluding accounts payable incurred in the Ordinary Course); (d) obligations of the Corporation under any derivative financial instruments, including any interest rate or currency swap transactions, hedging agreements or similar arrangements (valued at the termination value thereof); (e) commitments or obligations by the Corporation assuring a creditor against loss (including contingent reimbursement obligations with respect to letters of credit); (f) indebtedness secured by an Encumbrance on any asset or property of the Corporation; (g) obligations of the Corporation with respect to capitalized leases; (h) obligations of the Corporation to third parties under letters of credit, bonds or surety obligations; (i) guarantees of the Corporation with respect to any indebtedness, obligation, claim or liability of a type described in clauses (a) through (h) above; and (j) all obligations for principal, interest premiums, penalties, fees, expenses, breakage costs and bank overdrafts related to any of the items set forth in clauses (a) through (h) above. For the avoidance of doubt, “Indebtedness” of the Corporation excludes any Transaction Expenses.

“Indemnified Party” has the meaning set forth in Section 9.5.

“Indemnifying Party” has the meaning set forth in Section 9.5.

“Independent Contractor” means: (a) any individual who is not, or was not (with respect to former Independent Contractors), an employee, officer, director or dependent contractor of the Corporation, or any such individual’s personal services company, and which individual or personal services company receives or received remuneration from the Corporation under a Contract for services.

“Insurance Policies” has the meaning set forth in Section 3.14.

“Intellectual Property” means all intellectual property and proprietary rights throughout the world, including (i) all patents, patent applications, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), and all reissues, continuations, continuations-in-part, revisions, divisional, extensions, and re-examinations in connection therewith, (ii) trademarks, service marks, domain names, trade dress, corporate names, trade names, and other indicia of source, and all registrations, applications and renewals in connection therewith (together with the goodwill associated therewith), (iii) copyrights and all works of authorship (whether or not copyrightable), and all registrations, applications and renewals in connection therewith, (iv) Software, (v) internet domain names, (vi) trade secrets, know-how, technologies, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and confidential information and (vii) moral rights.

“Inventory” means items including raw materials, work in progress and finished goods held by the Corporation for sale, fabrication, license, rental, lease or other distribution in the Ordinary Course of Business, including inventory in transit, direct order inventory and custom or non-stock inventory.

“Law” means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority (including the Workers Safety and Insurance Act (Ontario), the Occupational Health and Safety Act (Ontario) and all other legislation of any applicable jurisdiction dealing with any of the subject matter of those statutes or with respect to any aspect of the occupational health and safety of employees).

“Liabilities” has the meaning set forth in Section 3.5.

“Losses” means any claim, assertion, loss, Liability, administrative monetary penalties, fines, sanctions, revocations, suspensions, deficiency, damage (whether direct, indirect, incidental), Tax or expense, including reasonable out-of-pocket legal expenses and costs associated therewith (other than punitive or exemplary damages, unless, in each such case, such damages are incurred as a result of a third party claim).

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is individually or in the aggregate, materially adverse to: (a) the business, operations, customer or supplier relationships, contingent liabilities, financial condition, prospects or assets of a Person; or (b) the ability of a Person to consummate the transactions contemplated hereby on a timely basis.

“Material Contracts” means each of the following Contracts of the Corporation, together with all Contracts (including, brokerage contracts) listed or otherwise disclosed in any of the other Disclosure Schedules and all Corporate IP Agreements (other than commercial, off the shelf software products that are made available for a total cost of less than $5,000):

“Material Events” means any:

“Ordinary Course”, when used in relation to the conduct of the Business, means any transaction that constitutes an ordinary day-to-day business activity of the Corporation conducted in a manner consistent with the Corporation’s past practice.

“Outstanding Securities” means outstanding equity securities, or securities convertible or exchangeable into equity securities of the Corporation.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Permitted Encumbrances” means (i) Encumbrances for Taxes not yet due and payable, (ii) statutory landlord’s, mechanic’s or other similar Encumbrances arising or incurred in the ordinary course of business and for amounts which are not delinquent and which are set forth in the most recent audited Financial Statements, and (iii) recorded easements, covenants and other restrictions of record, provided that no such item described in this clause (iii) impairs the current use, occupancy, value or marketability of title of the property subject thereto.

“Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association or other entity.

“Personal Information” means any information, regardless of form, that is about an identified or reasonably identifiable individual that is or has been collected, used or disclosed by the Corporation, but does not include business contact information that is used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession.

“Pre-Closing Tax Periods” shall mean any Tax Period ending before the Closing and any pre- Closing portion of a Straddle Period.

“Prepaid Expenses” means the unused portion of amounts prepaid by or on behalf of the Corporation relating to the Business including property and municipal business taxes, assessments, rates and charges, corporate insurance, utilities, rent, tenant allowances, auto leases, group plans, workers compensation insurance and deposits with any Person, including with any supplier, public utility or Governmental Authority.

“Privacy Laws” means all applicable federal, provincial, municipal or other applicable laws or regulations of any Governmental Authority governing or regulating the collection, use or disclosure of Personal Information, as the same shall be amended, modified, restated or replaced from time to time; and decisions, reports or findings issued by any court, tribunal, regulator, commissioner or authority asserting jurisdiction over the same.

“Privacy Requirements” means (i) Privacy Laws; (ii) its publicly available privacy policy; and (iii) all applicable contractual obligations relating to the collection, storage, safeguarding, use and onward transfer of all Personal Information.

“Purchaser Employment Agreements” means the employment agreements entered into between the Purchaser and certain employees of Akerna Corp. identified by the Purchaser effective as of the Closing Time.

“Purchase Price” has the meaning set forth in Section 0.

“Purchaser” has the meaning set forth in the preamble.

“Purchaser Indemnitees” has the meaning set forth in Section 9.2.

“Purchaser’s Knowledge” or any other similar knowledge qualification, means the actual knowledge of the Chief Executive Officer of the Purchaser, after due inquiry.

“Related Party” has the meaning set forth in Section 3.21(b).

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate of any Hazardous Substance into or through the Environment or as defined in any Environmental Law.

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.

“Review Period” has the meaning set forth in Section 2.4(c).

“Security Incident” means any unauthorized access or use of any of the Business Systems owned or controlled by the Corporation or any theft, loss of, unauthorized access to, unauthorized disclosure of, unauthorized use of, unauthorized modification of or damage to Business Data including where resulting from the failure to comply with Corporation’s security obligations hereunder, a failure to establish security safeguards to protect Business Data required by Privacy Laws or any access, use, modification, damage or disclosure of Business Data that is not permitted hereunder, and including any breach or suspected breach of security or security safeguards, cybersecurity events; as well as any event under any Privacy Laws which would require notice by the Corporation of the event to any person including any Governmental Authority or customer or to record any such event.

“Shares” means all of the issued and outstanding shares in the capital of the Corporation.

“Software” means all computer software (in object code or Source Code format), data and databases, and related documentation and materials.

“Source Code” means the human-readable form of a computer instruction, including related system documentation, applicable comments and procedural codes such as job control language.

“Straddle Period” means any Tax Period beginning before the Closing and ending after the Closing.

“Tax” or “Taxes” means all taxes, surtaxes, duties, levies, imposts, fees, assessments, reassessments, withholdings, dues and other charges of any nature, imposed or collected by any Governmental Authority, whether disputed or not, including federal, provincial, territorial, state, municipal and local, foreign and other income, franchise, capital, real property, personal property, withholding, payroll, health, transfer, value added, alternative, or add on minimum tax including GST/HST, sales, use, consumption, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, assessments and withholdings and Canada Pension Plan and Québec Pension plan contributions, employment insurance premiums and all other taxes and similar governmental charges, levies or assessments of any kind whatsoever imposed by any Governmental Authority including any installment payments, interest, penalties or other additions associated therewith, whether or not disputed.

“Tax Act” means the Income Tax Act (Canada).

“Tax Period” means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or Tax is required to be paid.

“Tax Return” means all reports, returns, information returns, claims for refunds, elections, designations, estimates, reports and other documents, including any schedule or attachments thereto, filed or required to be filed or supplied to any Governmental Authority in respect of Taxes and including any amendment thereof or attachment thereto.

“Taxes Payable” means all Taxes of the Corporation accrued in respect of any period, calculated on an accrual basis in accordance with IFRS and excluding future or deferred income taxes recorded for accounting purposes only.

“Taxes Receivable” means all Taxes receivable by the Corporation in respect of any period, calculated on an accrual basis in accordance with the Corporation’s existing accounting principles.

“Transaction” means the transaction contemplated by the Transaction Documents.

“Transaction Documents” means this Agreement, and such other agreements and documents referenced in Article 8.

“Transaction Expenses” means all consolidated fees, costs and expenses incurred by or on behalf of the Corporation (which, for greater certainty, excludes the expenses of the Vendor) in anticipation of, in connection with, or otherwise related to, the transactions contemplated by this Agreement.

“Vendor” has the meaning set forth in the preamble.

“Vendor Indemnitees” has the meaning set forth in Section 9.3.

“Vendor’s Knowledge” and any other similar knowledge qualification, means such knowledge as is actually known to, or which would have or should have come to the attention of the Vendor, or any director, manager or officer of Vendor after reasonable investigation.

“Parent’s Knowledge” and any other similar knowledge qualification, means such knowledge as is actually known to, or which would have or should have come to the attention of the Parent, or any director, manager or officer of Parent after reasonable investigation.

“Working Capital” means, at any date, the Current Assets less the Current Liabilities of the Corporation, calculated under US GAAP using the accounting principles applied on a consistent basis with prior fiscal years preceding the Closing Date.

SCHEDULE B

DISPUTE RESOLUTION PROCEDURE