Exhibit
10.7


 


SECURITIES
PURCHASE AGREEMENT


AMENDMENT
NO. 3


 


THIS
SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 3 (this “Amendment”) is made and entered into as of August 12, 2020, by
and between Jay Pharma Inc., a Canada corporation (“Company”), and Alpha Capital Anstalt (“Purchaser”),
and amends, in accordance with Section 5.5 of, that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated as of January 10, 2020, by and between Company and Purchaser, as amended by that certain Second Note Amendment Agreement, dated
as of June 23, 2020 (“Amendment No. 1”), as amended by that certain Securities Purchase Agreement Amendment No. 2,
dated as of July 2, 2020 (“Amendment No. 2” and, together with Amendment No. 1 and the Purchase Agreement, the “Agreement”).
Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.


 


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


 


	 	a.	The
    defined term “Amalgamation Agreement” in Article I of the Agreement is hereby deleted and replaced in its entirety by
    the following:


 


““Tender
Agreement” means the tender agreement between the Company and Ameri in the form attached hereto as Exhibit A.”


 


	 	b.	The defined term “Exchange
    Agreement” shall be added to Article I of the Agreement and shall read as follows:


 


““Exchange
Agreement” means that certain Securities Exchange Agreement, pursuant to which the Purchaser will exchange the Securities of
the Company acquired pursuant to this Agreement for securities of Ameri, in form acceptable to Purchaser.”


 


	 	c.	The defined term “Public
    Merger Transaction” in Article I of the Agreement is hereby deleted and replaced in its entirety by the following:


 


““Offer”
means the conduct and closing of the contemplated acquisition of the Company’s outstanding equity by Ameri Holdings Inc., a Delaware
corporation whose common stock is currently listed on the Nasdaq Capital Market (“Ameri”), in accordance with the
terms of the Tender Agreement.”


 


	 	d.	“Shares”
    means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement and the Series A Warrants and any
    securities of Ameri issued upon the closing of the Offer in exchange for any securities issued or issuable to Purchaser pursuant
    to this Agreement and in connection with the Offer.
	 	 	 
	 	e.	All references to the defined
    terms “Public Merger Transaction” or “Merger” shall be revised to be references to the defined term “Offer”.
	 	 	 
	 	f.	All references to the defined
    term “Amalgamation Agreement” shall be revised to be references to the defined term “Tender Agreement”.


 






    	 



    	 



    

 


	 	g.	Section 2.1 of the Agreement
    shall be deleted and replaced in its entirety by the following:


 


“2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase
up to an aggregate of $3,000,00 of Shares and Series A Warrants. Each Purchaser shall deliver to the Escrow Agent, via wire transfer
immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by
such Purchaser within three Business Days of notice from the Placement Agent, and the Company shall deliver to each Purchaser its respective
Shares and a Series A Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items
set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and
2.3, the Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree.”


 


	 	h.	Section 2.2(a)(iv) of the
    Agreement shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	“(iv) a copy of the
    irrevocable instructions to the transfer agent of Ameri instructing the transfer agent to deliver the number of Shares and other
    securities deliverable to Purchaser in the quantity, form and manner set forth in the Tender Agreement and the Exchange Agreement.”
	 	 	 
	 	i.	Section 2.3(b)(v) of the
    Agreement shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	“(v) the Company
    and Ameri shall have delivered to the Purchaser a notice stating that the Offer is ready to close and the conditions to the closing
    of the Offer have been either satisfied or waived and the closing of the Offer is scheduled to occur immediately following the Closing;
    and”
	 	 	 
	 	j.	Section 4.10 of the Agreement
    shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	“4.10 Consummation
    of the Offer. The Company shall use commercially reasonable efforts to complete the Offer with Ameri, and as a condition to closing
    of such Offer to cause Ameri to enter into the Exchange Agreement and acknowledge and assume all of the obligations and undertakings
    attributed to Ameri pursuant to this Agreement. In the event the Offer, does not close exactly as set forth in the Tender Agreement
    without any amendments, waivers, or other modifications, immediately following the Closing on the Closing Date, this Agreement shall
    be rescinded and the Purchase Price shall be returned to the Purchasers and the Securities to the Company.”
	 	 	 
	 	k.	Section 5.1 of the Agreement
    shall be deleted and replaced in its entirety by the following:
	 	 	 
	 	 	“5.1 Termination.
    This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
    whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
    has not been consummated on or before January 1, 2021; provided, however, that no such termination will affect
    the right of any party to sue for any breach by any other party (or parties).”


  


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 Agreement 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 Agreement, the schedules thereto or any instruments or agreements referred to herein or therein. This Amendment is supplemental
to the Agreement and does, and shall be deemed to, form a part of, and shall be construed in connection with and as a part of, the Agreement
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 
	 	 	Authorized Signing Officer
	 	 	Print Name: Henoch Cohn


 


	 	PURCHASER:
	 	 	 
	 	ALPHA CAPITAL ANSTALT
	 	 	 
	 	By:	/s/
    Nicola Feuerstein 
	 	 	Authorized Signing Officer
	 	 	Print Name: Nicola Feuerstein


 


Signature
Page to Securities Purchase Agreement Amendment No. 3