Exhibit
10.1


 





AMALGAMATION
AGREEMENT


 


AMENDMENT
NO. 2


 


THIS
AMALGAMATION AGREEMENT AMENDMENT NO. 2 (this “Amendment”) is made and entered into as of May 26, 2020, by and
among Ameri Holdings, Inc., a Delaware corporation (“Parent”), Jay Pharma Merger Sub, Inc., a Canada corporation
(“Purchaser”), Jay Pharma Inc., a Canada corporation (“Company”), 1236567 B.C. UNLIMITED
LIABILITY COMPANY, a British Columbia unlimited liability corporation (“ExchangeCo”), and Barry Kostiner, not
individually but solely in his capacity as the Parent Representative, and amends, in accordance with Section 11.1 of, that certain
Amalgamation Agreement (the “Amalgamation Agreement”), dated as of January 10, 2020, by and among Parent, Purchaser,
Company, ExchangeCo and Barry Kostiner, not individually but solely in his capacity as the Parent Representative, as amended by
that certain Amalgamation Amendment Agreement, dated as of May 4, 2020 (“Amendment No. 1” and, together with
the Amalgamation 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 “Alpha Investment” shall be added and shall read as follows:



 


““Alpha
Investment” has the meaning set forth in Section 2.5(f).”


 


		b.	The
                                         defined term “Company Placement Agent Agreement” shall be added and shall
                                         read as follows:



 


““Company
Placement Agent Agreement” means that certain Placement Agent and Merger Advisory Agreement, dated as of January 10,
2020, by and between the Company and Palladium Capital Advisors, LLC.”


 


		c.	The
                                         definition of “Consideration” shall be deleted and replaced in its entirety
                                         by the following:



 


““Consideration”
means (a) the aggregate number shares of ExchangeCo Class A Special Shares or ExchangeCo Class B Special Shares, as the case may
be, to be issued in exchange for Company Common Shares, (b) the Resulting Issuer Options to be exchanged for Company Options,
and (c) the Resulting Issuer Warrants to be exchanged for Company Warrants, in each case, pursuant to the Amalgamation and as
adjusted to reflect the Stock Split and Exchange Ratio.”


 


		d.	The
                                         definition of “Consideration Shares” shall be deleted and replaced in its
                                         entirety by the following:



 


““Consideration
Shares” means the ExchangeCo Class A Special Shares or the ExchangeCo Class B Special Shares, as the case may be, to
be issued in exchange for Company Common Shares pursuant to the Amalgamation.”


 




    	 	 	 



    	 



    

 


		e.	The
                                         definition of “End Date” shall be deleted and replaced in its entirety by
                                         the following:



 


““End
Date” means September 30, 2020.


 


		f.	The
                                         definition of “ExchangeCo Exchangeable Shares” shall be deleted and replaced
                                         in its entirety by the following:



 


““ExchangeCo
Exchangeable Shares” mean common shares in the capital of ExchangeCo, exchangeable at any time on a one-for-one basis
directly for shares of Resulting Issuer Common Stock, which common shares shall have substantially the rights, privileges, restrictions
and conditions set out in Appendix I to this Agreement.”


 


		g.	The
                                         definition of “ExchangeCo Special Shares” shall be deleted and replaced in
                                         its entirety by the following:



 


““ExchangeCo
Special Shares” means, collectively, ExchangeCo Class A Special Shares and ExchangeCo Class B Special Shares.”


 


		h.	The
                                         defined term “ExchangeCo Class A Special Shares” shall be added and shall
                                         read as follows:



 


““ExchangeCo
Class A Special Shares” mean Class A special shares in the capital of ExchangeCo, all of which shall be exchanged on
a one-for-one basis directly for shares of freely-trading Resulting Issuer Common Stock or Resulting Issuer Preferred Stock, as
applicable, as more particularly described in Section 2.8(a).”


 


		i.	The
                                         defined term “ExchangeCo Class B Special Shares” shall be added and shall
                                         read as follows:



 


““ExchangeCo
Class B Special Shares” mean Class B special shares in the capital of ExchangeCo, all of which shall be exchanged on
a one-for-one basis directly for ExchangeCo Exchangeable Shares, as more particularly described in Section 2.8(b).”


 


		j.	The
                                         definition of “Exchange Ratio” shall be deleted and replaced in its entirety
                                         by the following:



 


““Exchange
Ratio” means the following ratio (rounded to four decimal places): the quotient obtained by dividing (a) the Company
Merger Shares by (b) the Company Outstanding Shares, in which:


 


		(i)	“Company
                                         Allocation Percentage” means eighty-four percent (84%).



 


		(ii)	“Company
                                         Merger Shares” means the product determined by multiplying (a) the Post-Closing
                                         Parent Shares by (b) the Company Allocation Percentage.



 


		(iii)	“Company
                                         Outstanding Shares” means the total number of shares of Company Common Shares
                                         outstanding immediately prior to the Effective Time expressed on a fully-diluted basis;
                                         provided however, that for purposes of this definition of “Company Outstanding
                                         Shares” the Company’s fully diluted share count shall not include (A) any
                                         Company Common Shares, Warrants and Pre-Funded Warrants issued to Alpha Capital Anstalt
                                         in connection with the Bridge Loan Financing and the Alpha Investment as more fully described
                                         in Section 2.5(f) of this Agreement and (B) any Company Common Shares issuable
                                         upon the exercise of the warrants to purchase up to 7% of the Company Common Shares to
                                         be issued to Palladium Capital Advisors, LLC pursuant to Company Placement Agent Agreement.



 




    	 	2	 



    	 



    

 


		(iv)	“Parent
                                         Allocation Percentage” means sixteen percent (16%).



 


		(v)	“Parent
                                         Outstanding Shares” means the total number of shares of Parent Common Stock
                                         outstanding immediately prior to the Effective Time expressed on a fully-diluted basis,
                                         including, for the avoidance of doubt, any Parent Common Stock issued in connection with
                                         the Parent Financing; provided however, that for purposes of this definition of “Parent
                                         Outstanding Shares” Parent’s fully diluted share count shall only take into
                                         account two-thirds of the number of shares of Parent Common Stock underlying any outstanding
                                         Parent Warrants, but shall include the shares of Parent Common Stock underlying the warrants
                                         to purchase up to 646,094 shares of Parent Common Stock pursuant to that certain Common
                                         Stock Purchase Warrant, dated as of May 6, 2020, issued by Parent to Alpha Capital.



 


		(vi)	“Post-Closing
                                         Parent Shares” means the quotient determined by dividing (a) the Parent Outstanding
                                         Shares by (b) the Parent Allocation Percentage.



 


		k.	The
                                         definition of “Parent Stockholder Approval Resolution” shall be deleted and
                                         replaced in its entirety by the following:



 


““Parent
Stockholder Approval Resolution” means the special resolution of the Parent Stockholders approving the Amalgamation,
the issuance of Parent Common Stock on exchange of the Consideration Shares, the issuance of Parent Special Voting Preferred Stock
to Eligible Holders in accordance with Section 2.8(c), the issuance of the Series B Warrants, the Parent Charter Amendment
and the Resulting Issuer Incentive Stock Plan.”


 


		l.	The
                                         definition of “Resulting Issuer Capital Stock” shall be deleted and replaced
                                         in its entirety by the following:



 


““Resulting
Issuer Capital Stock” means (a) the shares of Resulting Issuer Common Stock or Resulting Issuer Preferred Stock, as
applicable, issuable upon the exchange of ExchangeCo Class A Special Shares and ExchangeCo Exchangeable Shares, (b) the shares
of Resulting Issuer Common Stock issuable upon the exercise of Resulting Issuer Options, (c) the shares of Resulting Issuer Common
Stock issuable upon the exercise of Resulting Issuer Warrants, (d) the shares of Resulting Issuer Common Stock issuable pursuant
to the Resulting Issuer Incentive Stock Plan, (e) the shares of Resulting Issuer Special Voting Stock issuable in accordance with
Section 2.8(c), and (f) the shares of Resulting Issuer Common Stock issuable upon the exercise of the Series B Warrants.”


		m.	The
                                         definition of “Series B Warrant Shares” shall be deleted and replaced in
                                         its entirety by the following:



 


““Series
B Warrant Shares” means those certain shares of Resulting Issuer Common Stock issuable upon any exercise of the Series
B Warrants.”


 




    	 	3	 



    	 



    

 


		n.	The
                                         definition of “Transaction” shall be deleted and replaced in its entirety
                                         by the following:



 


““Transaction”
means, collectively, the Amalgamation and all transactions undertaken by the Parties in connection therewith including, for greater
certainty, the exchange of ExchangeCo Class A Special Shares for shares of Resulting Issuer Common Stock or Resulting Issuer Preferred
Stock, as applicable, pursuant to Section 2.8(a), the exchange of ExchangeCo Class B Special Shares for ExchangeCo Exchangeable
Shares pursuant to Section 2.8(b), and the Parent Legacy Business Disposition.”


		o.	Section
                                         2.5(a) of the Agreement shall be deleted and replaced in its entirety by the following:



 


“each
Company Common Share held by a Company Shareholder that is not an Eligible Holder (other than those held by Dissenting Shareholders)
shall be converted into the right to receive a number of ExchangeCo Class A Special Shares equal to the Exchange Ratio;”


		p.	Section
                                         2.5(b) of the Agreement shall be deleted and replaced in its entirety by the following:



 


“each
Company Common Share held by a Company Shareholder that is an Eligible Holder (other than those held by Dissenting Shareholders)
shall be converted into the right to receive a number of ExchangeCo Class B Special Shares equal to the Exchange Ratio”


		q.	Section
                                         2.5(f) of the Agreement shall be deleted and replaced in its entirety by the following:



 


“that
certain Secured Promissory Note (the “Note”), issued by the Company in favor of Alpha Capital Anstalt (the
“Noteholder”) shall, automatically without further action on the part of Noteholder, be converted into the
right to receive ExchangeCo Class A Special Shares which shall have the same rights, including but not limited to anti-dilution
and reset rights and maximum beneficial ownership limitations in connection with ExchangeCo Class A Special Shares otherwise deliverable
to the Noteholder, and Resulting Issuer Warrants identical to the Resulting Issuer Warrants deliverable to the Noteholder in connection
with agreements with the Company with respect to an investment of $3,500,000 in the Company’s Common Shares, Warrants and
Pre-Funded Warrants (the “Alpha Investment”) simultaneously with the Closing, which ExchangeCo Class A Special
Shares will be further exchanged for non-voting preferred stock of the Resulting Issuer which is convertible into Resulting Issuer
Capital Stock as described in this Section 2.5(f) by virtue of Section 2.8 of this Agreement, in a form acceptable
to the Noteholder in its absolute discretion (the “Resulting Issuer Preferred Stock”), it being understood
that any such exchange of securities held by the Noteholder shall be automatic and that the Noteholder shall not be deemed to
exercise “control” within the meaning of Rule 144 of the 1933 Act prior to its receipt of Resulting Issuer Capital
Stock. The number of ExchangeCo Class A Special Shares that the Noteholder will receive upon the Closing by virtue of this Section
2.5(f) shall be equal to the number of ExchangeCo Class A Special Shares exchangeable into Resulting Issuer Preferred Stock
convertible into Resulting Issuer Capital Stock equal to the product of (i) the Exchange Ratio and (ii) (A) the sum of
(1) the amount of the Alpha Investment and (2) the amount of the Bridge Loan Financing, divided by (B) the per share price
derived from (1) $40,000,000 divided by (2) the number of shares of Company Common Shares outstanding immediately prior
to the Effective Time, but excluding any shares of Company Common Shares issued or issuable (x) pursuant to this Section 2.5(f)
or (y) the warrants to purchase up to 7% of the Company Common Shares issued pursuant to the Company Placement Agent Agreement.
In any case, for purposes of all calculations of the number shares of Resulting Issuer Preferred Stock issued to Noteholder upon
conversion of the Note, the Note shall be deemed to have not less than 180 days of accrued and unpaid interest thereon; and”


 




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		r.	Section
                                         2.5(i) of the Agreement shall be deleted and replaced in its entirety by the following:



 


“In
addition to all of the Resulting Issuer Capital Stock and other equity outstanding immediately upon the Closing, the Resulting
Issuer shall issue to the Noteholder Series B Warrants, in the form annexed hereto as Exhibit D, to acquire the number
of shares of Resulting Issuer Common Stock equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio. Upon issuance,
the Series B Warrant Shares shall be deemed Resulting Issuer Common Stock granting the holder thereof the same rights and benefits
as the holder of the Resulting Issuer Common Stock.”


 


		s.	Section
                                         2.7(b) of the Agreement shall be deleted and replaced in its entirety by the following:



 


“subject
to the treatment of Dissenting Shareholders, certificates or other evidence representing the Company Common Shares, Company Options
and Company Warrants shall cease to represent any claim upon or interest in Company other than the right of the holder to receive,
pursuant to the terms hereof, ExchangeCo Special Shares, Resulting Issuer Options and Resulting Issuer Warrants, as the case may
be, in accordance with Section 2.5; and”


		t.	Section
                                         2.7(c) of the Agreement shall be deleted and replaced in its entirety by the following:



 


“upon
the delivery and surrender by the holder thereof to ExchangeCo and the Resulting Issuer of certificates representing, or evidence
of ownership on the Company’s share or securities register of, Company Common Shares, Company Options and Company Warrants,
which have been exchanged for ExchangeCo Special Shares, Resulting Issuer Options and Resulting Issuer Warrants, respectively,
in accordance with the provisions of Section 2.5, ExchangeCo and the Resulting Issuer shall, as soon as practicable following
the date of receipt by ExchangeCo and the Resulting Issuer of the certificates referred to above, deliver to each such holder
certificates representing the number of ExchangeCo Special Shares the number of Resulting Issuer Options and/or the number of
Resulting Issuer Warrants to which such holder is entitled”


 




    	 	5	 



    	 



    

 


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



 


“2.8
Exchange of ExchangeCo Special Shares; Issuance of Resulting Issuer Shares and ExchangeCo Exchangeable Shares


 


Immediately
following the Effective Time:


 


		(a)	each
                                         holder of ExchangeCo Class A Special Shares will, without the need for the taking of
                                         any further actions or the execution of any further documents or instruments (other than
                                         the Joinder Agreements), transfer and exchange (and be deemed to transfer and exchange)
                                         all ExchangeCo Class A Special Shares held by such holder to the Resulting Issuer in
                                         exchange for an equal number of freely-trading shares of Resulting Issuer Common Stock
                                         or Resulting Issuer Preferred Stock, as applicable, and each holder of ExchangeCo Class
                                         A Special Shares will become (and will be deemed to become) a Party to this Agreement
                                         solely for the purposes of consenting to and effecting the aforementioned exchange pursuant
                                         to the terms of a joinder agreement to be executed and delivered by each holder of ExchangeCo
                                         Class A Special Shares to the Resulting Issuer in a form satisfactory to the Parties
                                         and Noteholder (the “Joinder Agreements”). Effective as the completion
                                         of the aforementioned exchange, the holders of ExchangeCo Class A Special Shares so exchanged
                                         will cease to be the holders of such ExchangeCo Class A Special Shares, or to have any
                                         rights as a holder thereof other than the right to receive the shares of Resulting Issuer
                                         Common Stock or Resulting Issuer Preferred Stock, as applicable, issuable in respect
                                         thereof, and legal and beneficial title to each such ExchangeCo Class A Special Share
                                         will vest in the Resulting Issuer and the Resulting Issuer will be (and will be deemed
                                         to be) the transferee and legal and beneficial owner of each such ExchangeCo Class A
                                         Special Share (free and clear of any Liens) and will be entered in the central securities
                                         register of ExchangeCo as the sole holder thereof;
	 	 	 



		(b)	each
                                         holder of ExchangeCo Class B Special Shares may, at its election upon delivery of written
                                         notice to ExchangeCo and execution and delivery of a Joinder Agreement), transfer and
                                         exchange all ExchangeCo Class B Special Shares held by such holder to ExchangeCo in exchange
                                         for an equal number of ExchangeCo Exchangeable Shares, and each holder of ExchangeCo
                                         Class B Special Shares that makes such election will become (and will be deemed to become)
                                         a Party to this Agreement solely for the purposes of consenting to and effecting the
                                         aforementioned exchange pursuant to the terms of the Joinder Agreement to be executed
                                         and delivered by each holder of ExchangeCo Class B Special Shares (which Joinder Agreement
                                         shall be in a form satisfactory to the Parties and the holders of ExchangeCo Class B
                                         Special Shares). Effective as the completion of the aforementioned exchange, the holders
                                         of ExchangeCo Class B Special Shares so exchanged will cease to be the holders of such
                                         ExchangeCo Class B Special Shares, or to have any rights as a holder thereof other than
                                         the right to receive the ExchangeCo Exchangeable Shares issuable in respect thereof,
                                         and legal and beneficial title to each such ExchangeCo Class B Special Share will vest
                                         in ExchangeCo, and ExchangeCo will thereafter immediately cancel each such ExchangeCo
                                         Class B Special Share; and
	 	 	 



		(c)	the
                                         Resulting Issuer will issue to the Voting Trustee in certificated form, for no additional
                                         consideration, one share of Resulting Issuer Special Voting Stock to be held of record
                                         by the Voting Trustee as trustee for and on behalf of, and for the use and benefit of,
                                         the Eligible Holders in accordance with the terms of the Voting and Exchange Trust Agreement.”



 




    	 	6	 



    	 



    

 


		v.	Section
                                         2.13 of the Agreement shall be deleted and replaced in its entirety with the following:



 


“Section
2.13 Registration of the Resulting Issuer Capital Stock


 


The
shares of Resulting Issuer Capital Stock and any other securities required to be registered under the 1933 Act will be registered
under the 1933 Act pursuant to an S-1 Registration Statement, an S-4 Registration Statement, S-3 Registration Statement or a newly
filed S-8 Registration Statement. For the avoidance of doubt, all securities of Parent to be issued pursuant this Agreement shall
be covered by the S-4 Registration Statement; provided, however, that the Series B Warrants and the Series B Warrant Shares shall
be covered by an S-1 Registration Statement (the “S-1 Registration Statement”) or an S-3 Registration Statement
(the “S-3 Registration Statement”) to be filed at a later date to be mutually agreed on by the Noteholder and
the Resulting Issuer; provided, further, that the resale of Common Shares issuable upon any cash-exercise of the Series A Warrants
and cash-exercise of the Series B Warrants will be covered by the S-1 Registration Statement or the S-3 Registration Statement.”


 


		w.	A
                                         new Section 2.16 shall be added, which shall read as follows:



 


“2.16
Letter of Transmittal


Within
five (5) Business Days following the receipt of the Amalgamation Resolution and Parent Stockholder Approval, the Company Representative
shall deliver to each Company Shareholder a letter of transmittal. The instructions to the letter of transmittal shall direct
each Company Shareholder to deliver to the Company Representative a duly completed and validly executed letter of transmittal
and surrender such Company Shareholder’s certificates representing such Company Shareholder’s Company Common Shares
in accordance with such instructions. Until a letter of transmittal, together with the certificate or certificates representing
the Company Common Shares held by such Company Shareholder, is validly delivered by a Company Shareholder, each Company Common
Share (other than any shares held by Dissenting Shareholders) held by such Company Common Share immediately prior to the Effective
Time shall represent solely the right to receive the portion of the Consideration into which such Company Common Share (other
than any shares held by Dissenting Shareholders) shall have been converted pursuant to Section 2.5, without interest.”


 


		x.	Section
                                         7.15(a) of the Agreement shall be deleted and replaced in its entirety by the following:



 


		“(a)	As
                                         promptly as reasonably practicable following the date of this Agreement, the Parent shall
                                         prepare and file with the SEC a proxy statement to be sent to the stockholders of each
                                         of the Parent and the Company relating to the meeting of the stockholders, as applicable,
                                         and a Registration Statement on Form S-4 (including a prospectus) (including all amendments
                                         thereto, “S-4 Registration Statement”) in connection with the issuance
                                         of shares of Resulting Issuer Capital Stock and Resulting Issuer Preferred Stock (or
                                         a newly filed S-8 Registration Statement, as applicable), of which such proxy statement
                                         will form a part (such proxy statement and prospectus constituting a part thereof, the
                                         “Proxy Statement/Prospectus”), and each of the Company and the Parent
                                         shall, or shall cause their respective Affiliates to, prepare and file with the SEC all
                                         other documents to be filed by the Parent with the SEC in connection with the Amalgamation
                                         and the other transactions contemplated hereby including the S-1 Registration Statement
                                         and S-3 Registration Statement (the “Other Filings”) as required by
                                         the 1933 Act or the United States Exchange Act; provided, however, that the Series B
                                         Warrants and the Series B Warrant Shares shall not be included on the S-4 Registration
                                         Statement but shall be included on an S-1 Registration Statement or S-3 Registration
                                         Statement to be filed at a later date to be mutually agreed on by the Noteholder and
                                         the Resulting Issuer. For the avoidance of doubt, all shares of Resulting Issuer Preferred
                                         Stock held by the Noteholder will be registered on the S-4 Registration Statement; provided,
                                         however, that the Series B Warrants and the Series B Warrant Shares will not be included
                                         in the S-4 Registration Statement but will be included on an S-1 Registration Statement
                                         or S-3 Registration Statement to be filed at a later date to be mutually agreed on by
                                         the Noteholder and the Resulting Issuer and the terms of such registration shall be acceptable
                                         to the Noteholder. The Parent and the Company shall cooperate with each other in connection
                                         with the preparation of the S-4 Registration Statement, the Proxy Statement/Prospectus
                                         and any Other Filings. Each Party shall as promptly as reasonably practicable notify
                                         the other Party of the receipt of any oral or written comments from the staff of the
                                         SEC on the S-4 Registration Statement or any Other Filing. The Parent and the Company
                                         shall also use their reasonable commercially reasonable efforts to satisfy prior to the
                                         effective date of the S-4 Registration Statement all applicable Securities Laws or “blue
                                         sky” notice requirements in connection with the Amalgamation and to consummate
                                         the other transactions contemplated hereby.”



 




    	 	7	 



    	 



    

 


		y.	Section
                                         8.1(h) of the Agreement shall be deleted and replaced in its entirety and replaced by
                                         the following:



 


		“(h)	Registration
                                         Statement. The S-4 Registration Statement shall have become effective under the 1933
                                         Act and shall not be the subject of any stop order.”



 


		z.	Section
                                         5 of Amendment No. 1 shall be deleted and replaced in its entirety by the following:



 


“The
Series B Warrants and Series B Warrant Shares will not be included in the NASDAQ Listing Application set forth in Section 3.1
of the Amalgamation Agreement, but will be included on a separate listing application upon their registration pursuant to an S-1
or S-3 Registration Statement to be filed at a later date to be mutually agreed on by the Noteholder and the Resulting Issuer.”


 


		aa.	Appendix
                                         I to the Agreement shall be deleted and replaced in its entirety by Appendix A attached
                                         hereto.



 


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]


 




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IN
WITNESS WHEREOF the Parties have executed this Amalgamation Agreement as of the date first written above.


 


	 	PARENT:
	 	 	 
	 	AMERI
    HOLDINGS, INC.
	 	 	 
	 	By:
    	/s/
    Barry Kostiner
	 	 	Authorized
    Signing Officer
	 		Print
    Name: Barry
    Kostiner
	 	 	 
	 	PURCHASER:
	 	 	 
	 	JAY
    PHARMA MERGER SUB, INC.
	 	 	 
	 	By:
    	/s/
    Barry Kostiner
	 	 	Authorized
    Signing Officer
	 		Print
    Name:  Barry
    Kostiner
	 	 	 
	 	COMPANY:
	 	 	 
	 	JAY
    PHARMA INC.
	 	 	 
	 	By:
    	/s/
    Hank Cohn
	 	 	Authorized
    Signing Officer
	 		Print
    Name: Hank
    Cohn
	 	 	 
	 	EXCHANGECO:
	 	 	 
	 	1236567
    B.C. UNLIMITED LIABILITY COMPANY
	 	 	 
	 	By:
    	/s/
    Barry Kostiner
	 	 	Authorized
    Signing Officer
	 		Print
    Name: Barry
    Kostiner
	 	 	 
	 	PARENT
    REPRESENTATIVE:
	 	 	 
	 	/s/
    Barry Kostiner
	 	BARRY
    KOSTINER


 


[Signature
Page to Amalgamation Agreement Amendment No. 2]