||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||Received in exchange for 100,000 units of MJ Freeway LLC in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. The Merger Agreement placed a value on the issuer's common stock of $10.16 per share, which was the approximate redemption price of the share of common stock of MTech at the execution of the Merger Agreement.
||Of the 26,716 shares issued to the reporting persons in the merger: (i) all are subject to the terms of a restricted stock agreement and vest as follows: 6,679 shares shall vest on October 1, 2019, 6,679 shares shall vest on October 1, 2020, 6,679 shares shall vest on October 1, 2021 and 6,679 shares shall vest on October 1, 2022; (ii) all are subject to the terms of a lock-up agreement; and (iii) 2,672 are being held in escrow and are subject to forfeiture until 90 days after the issuer files its annual report on Form 10-K for the fiscal year ended June 30, 2019 to satisfy claims arising as a result of MJF's breach of any of its representations and warranties or covenants in the Merger Agreement. The acquisition of these securities by the reporting person was approved pursuant to Rule 16b-3(d)(1).