Consent of Proposed DirectorConsent of Proposed Director • May 28th, 2020 • AMERI Holdings, Inc. • Semiconductors & related devices
● to serve as a director of the Resulting Issuer (as defined herein) if the transactions contemplated by the Amalgamation Agreement, dated January 10, 2020 (as amended on May 6, 2020 and May 26, 2020 and as may be further amended, the “Amalgamation Agreement”), by and among AMERI Holdings, Inc. (“Ameri”, and after giving effect to the Amalgamation and the consummation of the transactions contemplated by the Amalgamation Agreement, the “Resulting Issuer”), Jay Pharma Merger Sub, Inc., a wholly owned subsidiary of Ameri (“Merger Sub”), Jay Pharma Inc. (“Jay Pharma”), 1236567 B.C. Unlimited Liability Company (“ExchangeCo”) and Barry Kostiner are consummated, including the amalgamation of Merger Sub and Jay Pharma into one corporation to continue as a direct wholly-owned subsidiary of ExchangeCo and an indirect wholly-owned subsidiary of Ameri (collectively, the “Amalgamation”);
AMALGAMATION AGREEMENT AMENDMENT NO. 2Amalgamation Agreement • May 28th, 2020 • AMERI Holdings, Inc. • Semiconductors & related devices
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 her
