Exhibit
10.12


 


FIRST
AMENDMENT TO THE


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT (U.S.)


 


THIS
FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.) (this “Amendment”) is made and entered into
as of August 12, 2020, by and among Jay Pharma Inc., a Canada corporation (“Company”), Tikkun Pharma, Inc.,
a Delaware corporation (“TP”), and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”),
and amends that certain Assignment and Assumption Agreement (the “Agreement”), dated as of January 10, 2020,
by and among Company, TP and TOP. 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
    Recitals to the Agreement are hereby deleted and replaced in their entirety by the following:


 


“WHEREAS,
TP has previously entered into that certain Amended and Restated Sublicense Agreement (U.S.) dated January 12, 2018 (as amended
by that certain First Amendment dated January 10, 2020, the “Sublicense”), pursuant to which TOP sublicensed
to TP certain rights in-licensed from Tikun Olam, Ltd., an Israeli corporation with registration number 514263771;


 


WHEREAS,
in exchange for certain equity consideration as further described herein, TP wishes to transfer and assign to JP, and JP wishes
to receive and assume from TP, (i) any and all of TP’s rights and responsibilities under the Sublicense; and (ii) the skincare
business developed under Sarah Dakar and/or Michael Indursky, including without limitation all related tradenames, knowledge,
formulations, documentation, confidential information, customer and supplier lists, and packaging, and any trademarks, patents,
copyrights, trade secrets, or other intellectual property relating to any of the foregoing (collectively, the “Skincare
Business”); and


 


WHEREAS,
JP has entered into a Tender Offer Support Agreement and Termination of Amalgamation Agreement (the “Tender Agreement”)
with Ameri Holdings, Inc. and certain other parties signatory thereto and it is the express intention of the parties hereto that
the transactions contemplated hereby will be not consummated until all of the conditions to the closing of transaction contemplated
by the Tender Agreement have been satisfied.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:”


 


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


 


“5.1
Definition of Effective Date. For purposes of this Agreement, “Effective Date” means the date that all of the
conditions to the consummation of the transactions contemplated by the Tender Agreement have been satisfied and JP has confirmed
that the closing of the Tender Agreement shall occur within 24 hours. For the avoidance, in all cases, the Effective Date shall
be deemed to have occurred prior to the consummation of the Tender Agreement. If the consummation of the Tender Agreement has
not occurred by January 1, 2021, any party hereto may terminate this agreement by delivering written notice to the other 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.


 


	TIKKUN
    PHARMA, INC.	 	JAY
    PHARMA, INC.
	 	 	 	 	 
	By:	/s/
    Barry Farkas 	 	By:	/s/
    Henoch Cohn 
	 	 	 	 	 
	Name: 	Barry
    Farkas 	 	Name: 	Henoch
    Cohn 
	 	 	 	 	 
	Title:	Authorized
    Signatory 	 	Title:	Chief
    Executive Officer 


 


	TO
    PHARMACEUTICALS USA LLC	 
	 	 
	By:	TO
    Pharmaceuticals LLC, its manager	 
	By:	TO
    Holding Group LLC, its manager	 
	By:	TO
    Global LLC, its manager	 
	 	 	 
	By:	/s/
    Bernard Sucher 	 
	 	 	 
	Name:	Bernard
    Sucher 	 
	 	 	 
	Title:	Manager
    	 


 


Signature
Page to


First
Amendment to the Assignment and Assumption Agreement (U.S.)