SERIES B COMMON STOCK PURCHASE WARRANT Enveric Biosciences, Inc.Security Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and until the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Enveric Biosciences, Inc. (f/k/a Ameri Holdings, Inc.), a Delaware corporation (the “Company”), up to 1,791,923 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2020, between Jay Pharma, Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECOND AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (NON-U.S.)Assignment and Assumption Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SECOND AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (NON-U.S.) (this “Amendment”) is made and entered into as of October 2, 2020, by and among Jay Pharma Inc., a Canada corporation (“Company”), Tikkun Pharma, Inc., a Delaware corporation (“TP”), and Tikun Olam IP Ltd., a Cayman Islands company (“TOCI”), and amends that certain Assignment and Assumption Agreement, dated as of January 10, 2020 (the “Assignment and Assumption Agreement”), by and among Company, TP and TOCI, as amended by that certain First Amendment to the Assignment and Assumption Agreement (Non-U.S.), dated as of August 12, 2020 (the “First Amendment” and, together with the Assignment and Assumption Agreement, the “Agreement”). Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.
FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (NON-U.S.)Assignment and Assumption Agreement (non-u.s.) • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (NON-U.S.) (this “Amendment”) is made and entered into as of August 12, 2020, by and among Jay Pharma Inc., a Canada corporation (“Company”), Tikkun Pharma, Inc., a Delaware corporation (“TP”), and Tikun Olam IP Ltd., a Cayman Islands company (“TOCI”), 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.
THIRD NOTE AMENDMENT AGREEMENTSecured Promissory Note Amendment • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS THIRD NOTE AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of August 12, 2020, by and between Jay Pharma Inc., a Canada corporation (“Borrower”), and Alpha Capital Anstalt (“Noteholder”), and amends, in accordance with Section 12.09 of, that certain Secured Promissory Note, dated as of January 10, 2020 (the “Original Note”), issued by Borrower in favor of Noteholder, as amended by that certain Note Amendment Agreement, dated as of May 6, 2020 (“Amendment No. 1”), as amended by that certain Second Note Amendment Agreement, dated as of June 23, 2020 (“Amendment No. 2” and, together with the Original Note and Amendment No. 1, the “Note”). Capitalized terms used but not defined herein have their respective meanings set forth in the Note.
SECOND NOTE AMENDMENT AGREEMENTSecond Note Amendment Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SECOND NOTE AMENDMENT AGREEMENT, entered into as of June 23, 2020, (this “Second Note Amendment”), is among Jay Pharma Inc., a federally chartered Canadian corporation (“Borrower) and Alpha Capital Anstalt (the “Noteholder”) to further amend that certain Secured Promissory Note dated January 10, 2020 in the principal amount of $1,500,000 (the “Note”).
SECOND AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.)Assignment and Assumption Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SECOND AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.) (this “Amendment”) is made and entered into as of October 2, 2020, by and among Jay Pharma Inc., a Canada corporation (“Company”), Tikkun Pharma, Inc., a Delaware corporation (“TP”), and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”), and amends that certain Assignment and Assumption Agreement, dated as of January 10, 2020 (the “Assignment and Assumption Agreement”), by and among Company, TP and TOP, as amended by that certain First Amendment to the Assignment and Assumption Agreement (U.S.), dated as of August 12, 2020 (the “First Amendment” and, together with the Assignment and Assumption Agreement, the “Agreement”). Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.
FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.)Assignment and Assumption Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION 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”), Tikkun Pharma, Inc., a Delaware corporation (“TP”), and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”), and amends that certain Assignment and Assumption Agreement (the “Agreement”), dated as of January 10, 2020, by and among Company, TP and TOP. Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.
NOTE AMENDMENT AGREEMENTSecured Promissory Note Amendment • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS NOTE AMENDMENT AGREEMENT, entered into as of May 6, 2020, (this “Note Amendment”), is among Jay Pharma Inc., a federally chartered Canadian corporation (“Borrower) and Alpha Capital Anstalt (the “Noteholder”) to amend that certain Secured Promissory Note dated January 10, 2020 in the principal amount of $1,500,000 (the “Note”).
SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 3Securities Purchase Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 3 (this “Amendment”) is made and entered into as of August 12, 2020, by and between Jay Pharma Inc., a Canada corporation (“Company”), and Alpha Capital Anstalt (“Purchaser”), and amends, in accordance with Section 5.5 of, that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 10, 2020, by and between Company and Purchaser, as amended by that certain Second Note Amendment Agreement, dated as of June 23, 2020 (“Amendment No. 1”), as amended by that certain Securities Purchase Agreement Amendment No. 2, dated as of July 2, 2020 (“Amendment No. 2” and, together with Amendment No. 1 and the Purchase Agreement, the “Agreement”). Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENT (NON-U.S.)Assignment and Assumption Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices • Delaware
This Assignment and Assumption Agreement (this “Agreement”) is entered into as of January 10, 2020 (the “Signing Date”), by Tikkun Pharma, Inc., a Delaware corporation (“TP”), and Jay Pharma, Inc., a Canadian corporation (“JP”), and Tikun Olam IP Ltd., a Cayman Islands company (“TOCI”). Each of TP, JP, and TOCI may be referred to as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENTLicense Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices • New York
This License Agreement (this “Agreement”) is made effective as of January 10, 2020 (the “Signing Date”) by and between Tikun Olam LLC, a Delaware limited liability company (“TO LLC”), Tikun Olam Hemp LLC, a Delaware limited liability company (“TOH”), and Jay Pharma, Inc., a Canadian corporation (“JP”). Each of TO LLC, TOH, and JP may be referred to as a “Party” and collectively as the “Parties”, and each of TO LLC and TOH may be referred to as a “Licensor” and collectively as the “Licensors”.
FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
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.
ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.)Assignment and Assumption Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices • Delaware
This Assignment and Assumption Agreement (this “Agreement”) is entered into as of January 10, 2020 (the “Signing Date”), by Tikkun Pharma, Inc., a Delaware corporation (“TP”), and Jay Pharma, Inc., a Canadian corporation (“JP”), and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”). Each of TP, JP, and TOP may be referred to as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 2Securities Purchase Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 2 (this “Amendment”) is made and entered into as of July 2, 2020, by and between Jay Pharma Inc., a Canada corporation (“Company”), and Alpha Capital Anstalt (“Purchaser”), and amends, in accordance with Section 5.5 of, that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 10, 2020, by and between Company and Purchaser, as amended by that certain Second Note Amendment Agreement, dated as of June 11, 2020 (“Amendment No. 1” and, together with the Purchase Agreement, the “Agreement”). Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.
SECOND AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • April 1st, 2021 • Enveric Biosciences, Inc. • Semiconductors & related devices
THIS SECOND AMENDMENT TO THE LICENSE AGREEMENT (U.S.) (this “Amendment”) is made and entered into as of October 2, 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 License Agreement, dated as of January 10, 2020 (the “License Agreement”), by and among Company, TO LLC and TOH, as amended by that certain First Amendment to the License Agreement, dated as of August 12, 2020 (the “First Amendment” and, together with the License Agreement, the “Agreement”). Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.
