Ample Organics Announcement

Strategic 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

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