Exhibit
4.3


 


BUSINESS
COMBINATION AGREEMENT – SECOND AMENDMENT


 


THIS
SECOND AMENDMENT is made effective as of the 24th day of September, 2020,


 


AMONG:


 


LINCOLN
ACQUISITIONS CORP., a corporation incorporated under the laws of the Province of British Columbia (the “Acquiror”);


 


 - and -




 


BYND
– BEYOND SOLUTIONS LTD., a corporation incorporated under the laws of Israel (“BYND”);


 


 - and -




 


1232986
B.C. LTD., a corporation incorporated under the laws of British Columbia (“Fundingco”);


 


 - and -




 


each
of the BYND Shareholders described in the BCA (as hereinafter defined);


 


WHEREAS:


 


A. Each
of the parties hereto is a party to a business combination agreement dated the 16th day of December, 2019 (the “Original BCA”);


 


B. The
parties to the Original BCA amended certain terms and conditions by a entering into a first amendment to the Original BCA dated May 28,
2020 (the “First Amendment” and together with the Original BCA, collectively referred to herein as the “BCA”);


 


C. Each
of the parties to the BCA wish to further amend certain terms an conditions of the BCA, as hereinafter provided (the “Second
Amendment”);


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto do
covenant and agree each with the other as follows:


 


	1.	Capitalized
    terms not otherwise defined herein shall have the meanings ascribed thereto in the BCA.
	 	 
	2.	The
    defined term in Section 1.1(y) of the BCA is hereby deleted and replaced with the following:


 


	 	“(y)	“Closing
    Date” means the latter of: (A) October 15, 2020, or (B) the day which is ninety (90) days from the date the condition described
    in Section 7.2(a.1) is satisfied, or (iii) such other date upon which Acquiror, BYND, Fundingco and the BYND Shareholders mutually
    agree, acting reasonably;”


 




    	 



    	-2-



    

 


	3.	Section
    1.1 of the BCA is hereby amended by inserting a new defined term immediately following the defined term in subparagraph (aaa), as
    follows:


 


	 	“(aaa.1)	“Preliminary
    NOP Delivery Deadline” means October 25, 2020;”


 


	4.	The
    phrase “as soon as practicable after the Effective Date,” in the first line of the covenant made by the Acquiror
    in Section 5.1(d) of the BCA, is hereby amended to read:


 


“as
soon as practicable after receipt of the materials referred to in Section 5.2(c) hereof from BYND and Fundingco, ....”


 


	5.	The
    covenants given by BYND, Fundingco and the BYND Shareholders described in Section5.2 of the BCA are hereby amended by deleting the
    covenant set forth in subparagraph (c), and replacing it with the following:


 


	 	“(c)	prepare
    the preliminary NOP, together with any other documents as may be required by Applicable Law in connection therewith as to permit
    the Acquiror to file the preliminary NOP with the British Columbia Securities Commission, and to deliver same to the Acquiror for
    filing, as promptly as reasonably practicable following the date hereof;”


 


	6.	The
    covenants given by BYND, Fundingco and the BYND Shareholders in Section 5.2 of the BCA are hereby further amended by inserting a
    new covenant immediately following the covenant in subparagraph (c), as follows:


 


	 	“(c.1)	prepare
    the final NOP, together with any other documents required by Applicable Law in connection therewith as promptly as reasonably practicable
    following date on which the preliminary NOP is filed with the British Columbia Securities Commission;”


 


	7.	The
    conditions precedent in favor of the Acquiror in Section 7.2 of the BCA are hereby amended by inserting a new condition immediately
    following the condition in subparagraph (a), as follows:


 


	 	“(a.1)	BYND
    and Fundingco shall have fulfilled the covenants set forth in Section 5.2(c), on or before the Preliminary NOP Delivery Deadline;”


 


	8.	All
    of the remaining terms of the BCA otherwise remain in effect and are not altered by this Second Amendment.
	 	 
	9.	Notwithstanding
    the foregoing, this Second Amendment is conditional upon the receipt by Owen Bird Law Corporation for the Acquiror, on or before
    September 30, 2020, of an additional contribution towards the Acquiror’s expenses of C$5,000. This condition is for the benefit
    of the Acquiror and may be waived by it, in writing.


 


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IN
WITNESS WHEREOF the parties have hereunto set their hands and seals as of the Effective Date.


 


	LINCOLN
    ACQUISITIONS CORP.	 	BYND
    – BEYOND SOLUTIONS LTD.
	 	 	 	 	 
	per:
    	“Jerrold
    Bradley”	 	per:	“Moti
Maram”
	 	Jerrold
Bradley, President	 	 	Moti
    Maram, President
	 	 	 	 	 
	1232986
    B.C. LTD.	 	 	 
	 	 	 	 	 
	per:	“Yftah
    Ben Yaackov”	 	 	“Moti
Maram”
	 	Yftah
    Ben Yaackov, ASO	 	 	Moti
    Maram on his own behalf and in his capacity as attorney-in fact on behalf of the BYND Shareholders


 


Signature
Page to Second Amendment to the BCA