Exhibit 10.3


 


Enveric
Biosciences, Inc.

4851 Tamiami Trail N, Suite 200

Naples, Florida 34103


 


January
11, 2021


 


Alpha
Capital Anstalt

Lettstrasse 32, FL-9490

Vaduz, Furstentums

Liechtenstein


 


Ladies
and Gentlemen:


 


Reference
is made to the certain Registration Rights Agreement (the “RRA”) dated January 11, 2021, by and among Enveric Biosciences,
Inc. (the “Company”), Alpha Capital Anstalt (“Alpha”) and the other holders of Registrable Securities
(as defined in the RRA) party thereto.


 


Reference
is also made to (i) those certain Series B Warrants to purchase 1,791,923 shares of the Company’s common stock at an exercise
price of $0.01 per share (the “Series B Warrants” and the shares of common stock issuable upon exercise of the Series
B Warrants, the “Series B Warrant Shares”) issued to Alpha on December 31, 2020 and (ii) the lock-up agreement between
Alpha and the Company (the “Alpha Lock-Up”).


 


The
Purpose of this letter to confirm the following understandings between the Company and Alpha:


 


1)
The Company agrees to treat the Series B Warrant Shares as Registrable Securities under the Registration Rights Agreement. For
clarity, the Company shall include the Series B Warrant Shares in the Initial Registration Statement (as defined in the RRA) filed
pursuant to the Registration Rights Agreement and otherwise cause such Series B Warrants to be continuously registered for resale
by Alpha, in each case, in accordance with and subject to the terms and conditions of the Registration Rights Agreement.


 


2)
To the extent permitted by the rules and regulations or other requirements of the Nasdaq Stock Market, the Series B Warrant Shares
are no longer subject to the Alpha Lock-Up. Except as set forth herein and pursuant to applicable securities laws or the requirements
of the Nasdaq Stock Market, Alpha shall not be subject to any limitations on its ability to dispose of the Series B Warrant Shares
that are imposed by the Company.


 


3)
To the extent permitted by the Nasdaq Stock Market, Alpha agrees that it will limits its sales of the Company’s common stock
on each trading day to no more than 10% of the daily reported trading volume of the Company’s common stock on the Nasdaq
Stock Market for each such trading day. Alpha will provide the Company with reasonable evidence of its compliance with the foregoing
limitation if requested in writing. Notwithstanding the foregoing, in the event the closing sale price of the Company’s
common stock exceeds $[____] (subject to adjustment for any stock splits, reverse stock splits or similar events) for five consecutive
trading days, the foregoing limitation shall terminate.


 




    	 



     


    



 


4)
Once the Initial Registration Statement (which includes the Series B Warrant Shares) is declared effective by the U.S. Securities
and Exchange Commission, Alpha agrees that the Company shall be free to waive the terms and conditions of any lock-up agreement
between the Company and any of the former shareholders of Jay Pharma Inc. without the consent of, or notice to, Alpha.


 


This
letter may not be amended except in a written instrument executed by both parties. This letter shall be governed by the internal
laws of the State of New York.


 


Best
regards,


 


David
I. Johnson

CEO, Enveric Biosciences, Inc.


 


Agreed
and Accepted


 


	ALPHA
    CAPITAL ANSTALT	 
	 	 	 
	By:	/s/
    Konrad Ackerman	 
	Name:	Konrad
    Ackerman	 
	Title:	Director