Exhibit
10.4


 


THIRD
NOTE AMENDMENT AGREEMENT


 


THIS
THIRD NOTE AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of August 12, 2020, by and between
Jay Pharma Inc., a Canada corporation (“Borrower”), and Alpha Capital Anstalt (“Noteholder”),
and amends, in accordance with Section 12.09 of, that certain Secured Promissory Note, dated as of January 10, 2020 (the “Original
Note”), issued by Borrower in favor of Noteholder, as amended by that certain Note Amendment Agreement, dated as of
May 6, 2020 (“Amendment No. 1”), as amended by that certain Second Note Amendment Agreement, dated as of June
23, 2020 (“Amendment No. 2” and, together with the Original Note and Amendment No. 1, the “Note”).
Capitalized terms used but not defined herein have their respective meanings set forth in the Note.


 


1.
Amendments. In accordance with the terms and conditions of the Note, the Note shall be amended as follows, effective as
of the date hereof:


 


	 	a.	The
    defined term “Amalgamation” in Article I of the Note shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	““Offer”
    means the transaction among Ameri Holdings Inc. and Borrower as described in and on the unamended, unwaived and precise terms
    of the Tender Agreement.”
	 	 	 
	 	b.	The
    defined term “Amalgamation Agreement” in Article I of the Note shall be deleted and replaced in its entirety by
    the following:
	 	 	 
	 	 	““Tender
    Agreement” means the fully executed agreement among the parties to the Offer, including the exhibits and schedules
    thereto and the documents, agreements and deliverables required or permitted to be delivered in connection therewith.”
	 	 	 
	 	c.	The
    defined term “Amalgamation Closing” in Article I of the Note shall be deleted and replaced in its entirety by
    the following:
	 	 	 
	 	 	““Offer
    Closing” means the closing, fulfillment and completion of the Offer and all of the actions required or permitted
    to be taken with respect to the Offer and the Tender Agreement.”
	 	 	 
	 	d.	The
    defined term “ExchangeCo Special Shares” in Article I of the Note shall be deleted.
	 	 	 
	 	e.	The
    defined term “Maturity Date” in Article I of the Note shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	““Maturity
    Date” means the earliest of (a) January 1, 2021, and (b) the date on which all amounts under this Note shall become
    due and payable under ARTICLE XI.”
	 	 	 
	 	f.	All
    references to the defined terms “Amalgamation”, “Amalgamation Agreement”, or “Amalgamation Closing”
    shall be revised to be references to the defined terms “Offer”, “Tender Agreement”, or “Offer
    Closing”, as applicable.
	 	 	 
	  	g.	Section
    10.07 of the Note shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	“Section
    10.07 Abandonment or Delay of Offer. The Offer shall be abandoned by any party thereto or the Offer Closing shall not
    have occurred by January 1, 2021.”
	 	 	 
	 	h.	A
    new Section 12.15 shall be added to the Note and shall read as follows:
	 	 	 
	 	 	“Section
    12.15 Exchange Agreement. Prior to the completion of the Offer, the Noteholder and Ameri Holdings, Inc. will enter into
    an exchange agreement, pursuant to which this Note shall be exchanged for securities of Ameri Holdings, Inc. in form acceptable
    to Noteholder.”


 


2.
Effect of Amendment. Except as specifically set forth in this Amendment, all of the terms, provisions, representations,
warranties, covenants and conditions contained in the Note shall remain unmodified and unwaived by the terms of this Amendment,
and shall remain in full force and effect in accordance with their respective terms, and are hereby ratified, approved and confirmed
in all respects. This Amendment shall not constitute any party’s consent or indicate its willingness to consent to any other
amendment, modification or waiver of the Note, the schedules thereto or any instruments or agreements referred to herein or therein.
This Amendment is supplemental to the Note and does, and shall be deemed to, form a part of, and shall be construed in connection
with and as a part of, the Note for any and all purposes.


 


3.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original,
but all such counterparts together shall constitute one and the same instrument. Facsimile or pdf copies of original signatures
shall be as effective as originals.


 


[Signature
Pages Follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF the parties have executed this Amendment as of the date first written above.


 


	 	COMPANY:
	 	 
	 	JAY
    PHARMA INC.
	 	 
	 	By:	/s/
    Henoch Cohn
	 	 	Chief
    Executive Officer
	 	 	Print
    Name: Henoch Cohn
	 	 
	 	PURCHASER:
	 	 
	 	ALPHA
    CAPITAL ANSTALT
	 	 
	 	By: 	/s/
    Nicola Feuerstein
	 	 	Secretary
    
	 	 	Print
    Name: Nicola Feuerstein


 


Signature
Page to Third Note Amendment Agreement