Exhibit 10.15


 


FIRST
AMENDMENT TO THE


 


LICENSE
AGREEMENT


 


THIS
FIRST AMENDMENT TO THE LICENSE 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”), Tikun Olam LLC, a Delaware limited liability company
(“TO LLC”), and Tikun Olam Hemp LLC, a Delaware limited liability company (“TOH”), and amends that
certain Assignment and Assumption Agreement (the “Agreement”), dated as of January 10, 2020, by and among Company,
TP and TOCI. 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,
the Licensors own, or have the right to license, certain intellectual property related to cannabis products;


 


WHEREAS,
the Licensors wish to license to JP, and JP wishes to receive from each of the Licensors, the right to use such intellectual property
in connection with over-the-counter cancer-related products and topical or transdermal skin care and body care beauty products;


 


WHEREAS,
in consideration of the licenses and rights granted herein, JP will pay certain royalties to TO Holdings Group LLC, a Delaware limited
liability company (“TO Holdings”) that controls or indirectly controls its Affiliates, TO LLC and TOH, all as further
described herein; 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
    10.13 of the Agreement shall be deleted and replaced in its entirety by the following:


 


“10.13 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.


 


	TIKUN
    OLAM HEMP LLC	TIKUN
    OLAM LLC


 


	By:	/s/
Bernard Sucher	 	By:	/s/
    Bernard Sucher 
	 	 	 	 	 
	Name:	Bernard
    Sucher 	 	Name:	Bernard
    Sucher
	 	 	 	 	 
	Title:	Manager	 	Title:	Manager


 


JAY
PHARMA, INC.


 


	By:	/s/
    Henoch Cohn	 
	 	 	 
	Name:	Henoch
    Cohn	 
	 	 	 
	Title:	Chief
    Executive Officer	 


 





Signature Page to


First Amendment to the License Agreement