#1106 11101110001101111 110100101 0111101 3001101011001001111000 100110001011011110 911000124 11011100010001101011010101 10110101001001101101010110100111011010110 2620111029 01.01.20 COTON00110 90001101101001001110 1115000 11112 20 4301110180116 00011110001011 110110111001110011010100110107 9/100071110101 00010100110011 AKERNA 91110110724411001101 136 40170 0011 1110011001 CORP.117011 0101fool 101011611 000110111101 11001011001001305 011101101 December 2019 Men 0110010011 Lotto0111011008 00 0110110011011181 10040RS Ample Organics Announcement#2A Forward-Looking Statements This Presentation includes "forward-looking statements" regarding Akerna Corp. ("Akerna") and its wholly-owned subsidiary MJ Freeway LLC ("MJF" and, together with Akerna, the "Company"), its financial condition and results of operations that reflect the Company's current views and information currently available. This information is, where applicable, based on estimates, assumptions and analysis that MJF believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "will", "would", "could", "expect", "intend", "plan", "aim", "estimate", "target", "anticipate", "believe", "continue", "objectives", "outlook", "guidance" or other similar words, and include statements regarding MJF's plans, strategies, objectives, targets and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of MJF and Akerna and their respective officers, employees, agents or associates. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those vary from forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. Potential investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information, cost savings, synergies and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond the control of MJF, Akerna and their respective officers, employees, agents or associates. All information herein speaks only as of (1) the date hereof, in the case of information about MJF and Akerna, or (2) the date of such information, in the case of information from persons other than MJF and Akerna. None of MJF and Akerna undertake any duty to update or revise the information contained herein. Forecasts and estimates regarding MJF's industry and markets are based on sources that are believed to be reliable or in compliance with an available exemption from the registration requirements of such act. However, there can be no assurance these forecasts and estimates will prove accurate in whole or in part. No Offer or Solicitation This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended or in compliance with an available exemption from the registration requirements of such act. Disclosures Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. None of MJF, Akerna and their respective affiliates and any third parties that provide information to MJF or Akerna, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. None of MJF, Akerna and their respective affiliates and any third parties that provide information to MJF, Akerna, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. None of MJF, Akerna and their respective affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. 2#3The cannabis economy runs on Akerna ampleorganics lastcall solo Zit Train AKERNA CORP. afo MJ PLATFORM LEAF DATA SYSTEMS 3#4Established Market Leaders Joining Forces The acquisition of Ample Organics provides Akerna with a >90% market share in Canada, the only G7 country with nationally legal Cannabis which is expected to serve as a template for future international markets Combining the leading cannabis-focused SaaS platforms in North America OF PENNSYLV THE G ANIA BOOK OF THE A 1896 STATE O UTAH THE THE STATES WAG 1889 TON. A AKERNA CORP. MJ PLATFORM & ampleorganics LEAF SYSTEMS 4 DATA Large International Channel Partners 4#5Strategic Rationale Deal Terms: • Akerna is acquiring 100% of Ample Organics for a total consideration of up to CAD$60M - CAD$50M upfront (CAD$7.5M cash and CAD$42.5M stock) - Up to CAD$10M deferred consideration based on 2020 recurring revenue, paid in stock Ample shareholders will receive 3.295 million Akerna shares priced at $9.80 (CAD$12.90) per share(¹) Projected CY2020 revenue = C$11.5M, resulting in an acquisition multiple of 5.2x, assuming deferred consideration is achieved in full. Ample Organics 20% Pro Forma Ownership (¹) Akerna 80% (1) Excludes shares that may be issuable pursuant to CAD$10M earn-out (2) Based on 1 USD = 1.316 CAD exchange rate per Bank of Canada on 12/17/2019 A Strategic Rationale: • Canada's leading seed-to-sale compliance tracking and eCommerce platform (~70% market share of Canadian LPs and ~80% of Canadian medical cannabis patients) • Leading position in largest federally legal market • Scaled ecosystem including software, payments, data, analytics, marketplace and more • Canada's largest cannabis dataset with aggregate anonymized data of all aspects of the supply chain • Strong growth profile with significant revenue visibility • Potential for significant synergies, leading to CY 2020E pro forma revenue target of USD$ 27.5M(2) • Proven management team with strong track record of innovation "We are excited to be joining forces with Akerna to create the most comprehensive and scaled turnkey solution in the market. Ample's leading position in Canada, coupled with Akerna's significant distribution in the United States will set us up for accelerated future growth across North America and internationally." - John Prentice, President and CEO, Ample Organics 5 сл#6● ● Ample Organics Overview Company Summary Ample Organics is the steward of Canada's largest cannabis dataset, with aggregate anonymized data pertaining to all aspects of the cannabis supply chain, from customer demographics to sales, ordering, and product information The Ample Organics Platform is a seed-to-sale system built for compliance ~70% Of Canadian Licensed Producers ("LPs") covered amplelearn Teaching platform for the seed to sale process utilizing Ample Organics Ample Organics ERP Platform AmpleExchange Wholesale B2B marketplace connecting producers to each other and provincial regulators amplecare Automated patient onboarding connecting clinics to licensed producers Analytics ample payments Payment processing partnerships for sales through Ample's e-Commerce platform lastcall Acquired SaaS platform providing retail data to the alcohol industry. Launching for the Cannabis market ~80% of Canadian medical Cannabis patients registered Source: Company Websites and Presentations Hardware Integration Procurement and installation of proprietary applications for seamless integration Compliance Software Canada's leading seed to sale compliance tracking and eCommerce platform Professional Services Consulting, implementation, onboarding services and custom solutions development for new clients 2015A (in CAD $millions) $0.3 2015A 19 Clients on Platform 2016A 124% CAGR 51 2017A $0.6 2016A 177% CAGR 89 Historical Revenue $2.4 €0.0 ************ MMMMM As of Oct 2019 2018A 2017A 125 $6.4 4 2018A 10 6#7Scaled Ecosystem Maximizes Wallet Share & Drives Stickiness MJ PLATFORM 280E Reporting Counterfeit Protection MJ PLATFORM Solo Consulting MJ PLATFORM MJ PLATFORM Deep Accounting / ERP Integration Patient Management & Telemedicine ample organics LEAF PATA SYSTEMS Data & Analytics lastcal! solo ample organics Seed-to-Sale Compliance Tracking ampleorganics LEAF MJ PLATFORM AKERNA CORP. MJ PLATFORM Point of Sale Learning Management System ampleorganics ” လို့ဂ MJ PLATFORM C2B Payments ampleorganics MJ PLATFORM B2B Marketplace ampleorganics eCommerce Platform ampleorganics Recall Management solo 7#8Infrastructure is Built for Rapid Expansion ampleorganics Canada Chile Jamaica Colombia Uruguay Spain Portugal Denmark Switzerland Italy Macedonia South Africa Australia %> As the only scaled cannabis technology player meeting enterprise client needs, Akerna is extremely well positioned to capitalize on both North American and international expansion opportunities. New Zealand 8