What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-01 · 3146 added, 1764 removed, 386 unchanged (93% of the section changed)

10 unchanged sentences

and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls

and procedures as of December 31, 2020.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective

as December 31, 2020 due to a material weakness in our internal control over financial reporting as described below.

and procedures as of December 31, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control (“COSO”).

Based on that evaluation, and as disclosed in Management’s Annual Report on Internal

Controls Over Financial Reporting, below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act), due to a material weakness in internal

controls, were not effective as December 31, 2021.

on Internal Control over Financial Reporting

8 unchanged sentences

not eliminate, this risk.

Management’s

Annual Report on Internal Control over Financial Reporting

12 unchanged sentences

the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer)

and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed an assessment of the Company’s

significant processes and key controls.

Based on this assessment, management concluded that our internal control over financial reporting

was not effective as of December 31, 2020 due to the material weakness described below.

material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No.

5 as a deficiency or

a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We determined

that our internal control over financial reporting had the following material weaknesses:

to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review

and authorization of all transactions including non-routine transactions.

was not effective as of December 31, 2021 due to the material weaknesses described below.

A material weakness in internal

control over financial reporting is a deficiency or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

We determined that our internal control over financial reporting had the following

material weaknesses:

were unable to document, formalize, implement and revise where necessary controls, policies and procedure documentation to evidence

a system of controls, including testing of such controls that is consistent with our current personnel and available resources;

failed to document, maintain and test effective control activities over our control environment, risk assessment, information technology

and monitoring components;

had insufficient segregation of duties, oversight of work performed and lack of compensating controls in our finance and accounting

functions, including, without limitation, the processing, review and authorization of all routine and non-routine transactions,

due to limited personnel and resources.

Company is evaluating these weaknesses to determine the appropriate remedy.

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in Internal Control over Financial Reporting

the quarter ended December 31, 2020, the Company was in the process of remediating its material weaknesses and designing

an effective internal control environment.

the quarter ended December 31, 2021, the Company was in the process of remediating its material weaknesses and to designing an effective

internal control environment, with its remediation efforts detailed below.

efforts to address material weaknesses in internal controls

have engaged third party subject matter experts to assist in the design, documentation and testing protocols for an internal control

environment meeting those requirements and criteria established in the COSO 2013 Internal Control Integrated Framework;

have engaged information technology experts to design and implement a secure, cloud based, server and IT environment with controlled

access, monitoring, help desk and a user training protocol;

have installed and implemented third party software that provides improved control, approvals and segregation of duties over the

purchase to pay operation cycle;

have engaged third party subject matter experts to provide independent supervision of accounting staff, transaction processing, reconciliations

and financial statement preparation, resulting in improved segregation of duties;

have engaged third party subject matter experts to assist in the financial reporting function, with such activities, including, without

limitation, preparation, review and reconciliation of financial reports, research of technical accounting issues/transactions, performing

various checklists to ensure compliance with GAAP and SEC requirements, with all such activities resulting in improved segregation

of duties and standards of control over the accuracy and completeness of financial reports.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors, Executive Officers and Corporate Governance

following table sets forth information regarding the members of our board of directors (the “Board”) and our executive officers.

Officers and Directors

following table sets forth information regarding the members of our board of directors (the “Board”) and our executive officers.

Term of Office

Executive Officers and Directors

David Johnson

Executive Chairman

Since September 2021

Joseph Tucker, PhD

Chief Executive Officer and Director

December 2020

Financial Officer

December 2020

Operations Officer

December 2020

Medical Officer

December 2020

and Chair of the Audit Committee

December 2020

and Chair of the Nominating and Corporate Governance Committee

December 2020

Since September 2021

Avani Kanubaddi

President and Chief Operating Officer

Since December 2020

Chief Medical Officer

Since December 2021

Peter Facchini, PhD

Chief Innovation Officer

Since September 2021

Chief Financial Officer

Since May 2021

Non-Employee Directors

George Kegler

Director and Chair of the Audit Committee

Since December 2020

Since March 2021

Director and Chair of the Nominating and Corporate Governance Committee

Since December 2020

Marcus Schabacker

and Chair of the Compensation Committee

December 2020

Director and Chair of the Compensation Committee

Since December 2020

Brad Thompson, PhD

Since September 2021

Officers and Directors

Johnson has served as our Chairman and Chief Executive Officer of Enveric since December 30, 2020.

Johnson also has served on

the board of directors and as the Chief Executive Officer of Aquamed Technologies, Inc.

Johnson has served as our Executive Chairman since September 2021.

Previously, since December 2020, Mr.

Johnson served as Chairman

and Chief Executive Officer of Enveric.

Johnson also has served on the board of directors and as the Chief Executive Officer of Aquamed

Technologies, Inc.

since April 2019.

Johnson formerly served

on the board of directors and as the President and Chief Executive Officer of Alliqua BioMedical, Inc.

Johnson formerly served on the board of directors and as the President and Chief Executive Officer

of Alliqua BioMedical, Inc.

from November 2012 until April 2019.

Johnson was formerly President of the ConvaTec Division of Bristol-Myers Squibb, Inc.

until 2008 when he orchestrated a sale

of the division from its pharmaceutical parent to Avista Capital Partners and Nordic Capital in a deal valued at $4.1 billion.

Concurrently,

he acquired and integrated the assets of Copenhagen-based Unomedical to expand ConvaTec Inc.’s manufacturing and infrastructure

Johnson was formerly President of the ConvaTec Division of Bristol-Myers

until 2008 when he orchestrated a sale of the division from its pharmaceutical parent to Avista Capital Partners and Nordic

Capital in a deal valued at $4.1 billion.

Concurrently, he acquired and integrated the assets of Copenhagen-based Unomedical to expand

ConvaTec Inc.’s manufacturing and infrastructure into Europe.

From 2008 through 2012, Mr.

Johnson served as the Chief Executive Officer of ConvaTec Inc.

Prior to his tenure with ConvaTec

Johnson held several senior positions in the U.S., Europe and Canada with Zimmer Inc., Fisher Scientific, and Baxter Corporation.

He served as a member of ConvaTec Inc.’s board of directors and the board of the Advanced Medical Technology Association (AdvaMed),

where he chaired the Global Wound Sector Team for four years.

Johnson received an Undergraduate Business Degree in Marketing from

the Northern Alberta Institute of Technology in Edmonton, Alberta, Canada, completed the INSEAD Advanced Management Program in Fontainbleau,

France, and is a fellow from the Wharton School of the University of Pennsylvania.

Johnson’s extensive experience in the pharmaceutical

and biotechnology fields, as well as his executive leadership experience, make him an asset that will serve as a bridge between the board

of directors and our executive officers.

Van Buiten has served as our Chief Financial Officer of Enveric since December 30, 2020.

Van Buiten had served as Chief Financial

Officer of Jay Pharma since December 17, 2018 and resigned on January 8, 2020.

Van Buiten is an experienced finance executive with

extensive background in public company accounting and financial reporting.

He currently serves as a manager at Financial Consulting Strategies,

LLC (“FCS”), preparing annual and quarterly SEC filings for clients in a wide range of industries and sizes.

has been employed by FCS since April 2010, and in addition to his position at Enveric, he served as the Chief Financial Officer of Tikkun

under contract with FCS .

He is a Certified Public Accountant.

Kanubaddi has served as our Chief Operating Officer since December 30, 2020.

Kanubaddi is an entrepreneur

and business leader who has a passion for health and healing.

Johnson served as the Chief Executive

Officer of ConvaTec Inc.

Prior to his tenure with ConvaTec Inc., Mr.

Johnson held several senior positions in the U.S., Europe and Canada

with Zimmer Inc., Fisher Scientific, and Baxter Corporation.

He served as a member of ConvaTec Inc.’s board of directors and the

board of the Advanced Medical Technology Association (AdvaMed), where he chaired the Global Wound Sector Team for four years.

received an Undergraduate Business Degree in Marketing from the Northern Alberta Institute of Technology in Edmonton, Alberta, Canada,

completed the INSEAD Advanced Management Program in Fontainbleau, France, and is a fellow from the Wharton School of the University of

Pennsylvania.

Johnson’s extensive experience in the pharmaceutical and biotechnology fields, as well as his executive leadership

experience, make him an asset that will serve as a bridge between the board of directors and our executive officers.

Tucker is a seasoned executive who has built several publicly traded biotechnology companies.

to joining Enveric, Dr.

Tucker was the Chief Executive Officer, President and Director of MagicMed Industries, from its founding in May

2020 to September 2021.

Tucker was the Executive Chairman of Willow Biosciences Inc.

from March 2014 to March 2020.

Tucker was a founder and Chief Executive Officer of Stem Cell Therapeutics, which he took public on the TSX (TSX:

Trillium Therapeutics

TRIL) acquired Stem Cell Therapeutics in 2013.

Tucker has also held the position of Co-Founder and Chief

Executive Officer of Epimeron Inc., a University of Calgary start-up acquired in the creation of Willow Biosciences Inc.

At Willow, Dr.

Tucker served as Executive Chairman and Chief Operating Officer.

Prior to founding companies, Dr.

Tucker was a healthcare

analyst with two investment banks and has also worked in technology commercialization for a university technology transfer office.

Tucker received his Ph.D.

in Biochemistry and Molecular Biology from the University of Calgary.

Kanubaddi has served as our President since October 2021 and Chief Operating Officer since December 30, 2020.

is an entrepreneur and business leader who has a passion for health and healing.

From September 2019 through December 2020, Mr.

was the President & Chief Operating Officer of NEXGEL, Inc.

(“NEXGEL”), an FDA registered, ISO certified

advanced hydrogel manufacturer serving the OTC, cosmetic and medical device markets around the world.

(“NEXGEL”), an FDA registered, ISO certified advanced hydrogel

manufacturer serving the OTC, cosmetic and medical device markets around the world.

At NEXGEL, Mr.

led the rebranding, repositioning and overall strategy for the company to accelerate growth and drive innovation.

This included

rebranding the company as NEXGEL, branding the company’s unique hydrogels, developing a robust white label catalog, architecting

an innovation engine to fill the pipeline with new concepts and guiding the company’s first-ever branded product launches.

In addition to NEXGEL, since August 2018, Mr.

Kanubaddi has also served as the Senior Partner at IQ/EQ Brand

Strategy, where he assists companies in developing “go to market”

strategies, branding and naming exercises and new

product innovation for consumer, medical device and prescription companies.

Prior to his consulting career, from February 2007

to September 2019, Mr.

Kanubaddi was the Founder and Chief Executive Officer of Welmedix Healthcare, where he developed

innovative skin and wound care solutions to improve health and healing with an eye towards whole person wellness.

tenure, he led the company to develop three unique brands with patented solutions, gaining distribution in over 20,000 retail

Kanubaddi led the rebranding, repositioning

and overall strategy for the company to accelerate growth and drive innovation.

This included rebranding the company as NEXGEL, branding

the company’s unique hydrogels, developing a robust white label catalog, architecting an innovation engine to fill the pipeline

with new concepts and guiding the company’s first-ever branded product launches.

In addition to NEXGEL, since August 2018,

Kanubaddi has also served as the Senior Partner at IQ/EQ Brand Strategy, where he assists companies in developing “go to market”

strategies, branding and naming exercises and new product innovation for consumer, medical device and prescription companies.

his consulting career, from February 2007 to September 2019, Mr.

Kanubaddi was the Founder and Chief Executive Officer of Welmedix Healthcare,

where he developed innovative skin and wound care solutions to improve health and healing with an eye towards whole person wellness.

During his tenure, he led the company to develop three unique brands with patented solutions, gaining distribution in over 20,000 retail

outlets, including Walmart, Walgreens, CVS and others.

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Before his entrepreneurial venture, Mr.

began his 25+ year career in the healthcare industry at two leading companies –

Wyeth (now Pfizer) and Bristol Myers

Squibb’s ConvaTec Division.

Kanubaddi began

his 25+ year career in the healthcare industry at two leading companies – Wyeth (now Pfizer) and Bristol Myers Squibb’s ConvaTec

While working with market leading brands like Centrum, Advil and Chapstick;

medical devices

and hospital businesses including Aloe Vesta, DuoDerm and Sur-Fit Natura, Mr.

Kanubaddi held positions of increasing responsibility

across the functional areas of brand management, sales, new product development and new ventures.

Kanubaddi holds an MBA from Columbia Business School and BS in Marketing from Miami University.

Kanubaddi also served on the Board

of Directors for the Consumer Healthcare Products Association (CHPA), the leading industry trade group for consumer healthcare in the

United States.

Robert Wilkins has served as our Chief Medical Officer since December 30, 2020.

Since November 2017, Dr.

has provided consulting services in areas such as market assessment, business plan development and implementation and clinical

and regulatory planning and support to healthcare and life sciences companies ranging from start-ups to Fortune 500 companies

through QPS Consulting, LLC, which he founded in November 2017.

Wilkins formerly served as Vice President of Strategy at Battelle

Memorial Institute from February 2012 to November 2017, in which capacity he was responsible for management of subsidiaries, spin-outs

and venture-class investments.

As Vice President of Strategy, Dr.

Wilkins oversaw the sale of Bluefin Robotics to General Dynamics

and managed the divestiture of several other Battelle Ventures portfolio companies.

During his time at Battelle, Dr.

served as a member of Battelle’s Growth Council, the Battelle Ventures Advisory Board, the Board of Directors of Hepregen

Corporation and the Board of Managers of Armada Power LLC, and he was responsible for creating and leading Battelle’s Corporate

Strategy team.

From May 2006 until its merger with MID Inc.

in May 2011, Dr.

Wilkins served as President and Chief Executive Officer

of Endovalve Inc., where he managed the product development process and significantly expanded the company’s intellectual

property portfolio.

Prior to his tenure with Endovalve Inc., Dr.

Wilkins served in senior positions with GlucoLight Corporation,

Datascope Corp., Physiometrix Inc., Baxter Healthcare, Abbott Laboratories, Vifor Pharma and TIL Medical Ltd.

Wilkins received

an MBChB from the University of Manchester and received an FRCA in Anesthesiology from the Royal College of Anaesthetists.

Wilkins’

extensive experience in both product development and business strategy in the pharmaceutical and biotechnology

fields will be invaluable to the Company’s development.

medical devices and hospital businesses including

Aloe Vesta, DuoDerm and Sur-Fit Natura, Mr.

Kanubaddi held positions of increasing responsibility across the functional areas of brand

management, sales, new product development and new ventures.

Kanubaddi holds an MBA from Columbia Business School and BS in Marketing

from Miami University.

Kanubaddi also served on the Board of Directors for the Consumer Healthcare Products Association (CHPA), the

leading industry trade group for consumer healthcare in the United States.

Bob Dagher has served as our Chief Medical Officer since December 2021.

Dagher has over twenty years of experience in clinical

development in the pharmaceutical industry and as a past board-certified physician from the American Board of neurology

and psychiatry.

He has an extensive therapeutic background concentrated in the neuroscience space which includes a focus on psychotic,

affective and anxiety disorders, as well as neuroimmunology, neurodegeneration and movement disorders.

Furthermore, Dr.

Dagher has supported

and driven successful drug development programs from preclinical stages through Phase 4 clinical trials.

Following his early experience

treating patients in academic and private practice settings, Dr.

Dagher started his career in the pharmaceutical industry at GlaxoSmithKline,

followed by Sanofi/Genzyme working on neurology, psychiatry, and urology indications.

Prior to joining Enveric, Dr.

Dagher served as

the Chief Medical Officer at WCG MedAvante-ProPhase from December 2019 to December 2021 and Cadent Therapeutics from January 2018 to

Prior to that, he was Senior Medical Director at LabCorp-Covance from October 2013 to January 2018.

In both these organizations,

Dagher helped forge and develop compelling scientific solutions to match industry challenges and developed innovative programs

targeting movement and cognitive disorders.

Dagher brings extensive experience working in the pharmaceutical industry with a focus

and passion for drug development for neurological and mental health indications.

Peter Facchini has served as our Chief Innovation Officer since joining the Company in September 2021.

Facchini has been

a Professor of Plant Biochemistry in the Department of Biological Sciences at the University of Calgary since 1995, during which he held

the Canada Research Chair in Plant Metabolic Processes Biotechnology, was a Parex Resources Innovation Fellow, and received the 2021

Faculty of Science Innovation Excellence Award.

Facchini co-founded and was the Chief Scientific Officer of Willow Biosciences Inc.

and Epimeron Inc.

Facchini was the Chief Scientific Officer at MagicMed Industries Inc.

from May 2020 to September 2021.

Facchini was the Chief Scientific Officer of Willow Biosciences from 2014 to 2020.

Facchini has published over 165 scientific

papers and co-invented over 45 patents.

Facchini is an international leader in the biochemistry and biotechnology fields of natural

product metabolism.

has served as our Chief Financial Officer since joining the Company in May 2021.

Ward has over 30 years of extensive public

company leadership experience in life sciences, SEC reporting and the capital markets.

As a hands-on financial leader who started his

career at KPMG, Mr.

Ward successfully negotiated and executed capital raises, developed strategic initiatives, created financial models

and led financial reporting efforts.

Before joining Enveric, from 2009 to 2021, Mr.

Ward served as CFO at Elite Pharmaceuticals,

a company that develops and manufactures oral, controlled-release products.

Prior to that, Mr.

Ward worked on the finance and supply

chain team at Actavis USA, the U.S.

subsidiary of European-based Actavis Group.

Additionally, Mr.

Ward worked at Centennial Communications,

and internationally at Ceejay Healthcare in India and Petro Pharma in Singapore.

Ward is a New York State Certified Public Accountant

(CPA) and Certified Supply Chain Professional (CSCP).

He obtained his Bachelor of Science degree in accounting from Long Island University

in Brooklyn, N.Y, graduating summa cum laude.

Kegler has served as a non-employee director of the Company since December 30, 2020.

Kegler was employed

by Mallinckrodt Pharmaceuticals from January 2013 to June 2019, serving as the Executive Vice President and Chief Financial

Officer, Interim from December 2018 to May 2019, where he had responsibility for the global finance function and was a

member of the executive committee, Vice President Finance from November 2016 to November 2018, President Specialty Generics

(Interim) and Vice President Finance from July 2016 to October 2016, and Vice President, Finance from January 2013 to June

He has served in various consulting roles since June 2019, which ended in March 2020.

Kegler has 40 years of

experience in financial planning and analysis, corporate finance, controllership and business development.

Kegler was employed by Mallinckrodt

Pharmaceuticals from January 2013 to June 2019, serving as the Executive Vice President and Chief Financial Officer, Interim from December

2018 to May 2019, where he had responsibility for the global finance function and was a member of the executive committee, Vice President

Finance from November 2016 to November 2018, President Specialty Generics (Interim) and Vice President Finance from July 2016 to October

2016, and Vice President, Finance from January 2013 to June 2016.

He has served in various consulting roles since June 2019, which ended

in March 2020.

Kegler has 40 years of experience in financial planning and analysis, corporate finance, controllership and business

Previously Mr.

served as the vice president of commercial finance for various businesses within Mallinckrodt and was also interim president of

the company’s specialty generics business.

Prior to joining Mallinckrodt, he was the chief financial officer for Convatec

a private equity-owned company that was purchased from Bristol-Myers Squibb.

He worked in various finance roles within Bristol-Myers

Squibb including commercial, International, technical operations, research & development as well as the assistant controller

of internal controls.

Kegler holds a bachelor’s degree in accounting from the University of Missouri, an MBA from Saint

Louis University and completed the Certified Public Accountant exam in Missouri.

Kegler served as the vice president of commercial finance for various businesses within Mallinckrodt and

was also interim president of the company’s specialty generics business.

Prior to joining Mallinckrodt, he was the chief financial

officer for Convatec a private equity-owned company that was purchased from Bristol-Myers Squibb.

He worked in various finance roles

within Bristol-Myers Squibb including commercial, International, technical operations, research & development as well as the assistant

controller of internal controls.

Kegler holds a bachelor’s degree in accounting from the University of Missouri, an MBA from

Saint Louis University and completed the Certified Public Accountant exam in Missouri.

Douglas Lind has served as a non-employee director of the Company since March 17, 2021.

Lind is a co-founder and Managing

Partner, since 2013 at Biomark Capital, a Greenwich, CT-based healthcare venture firm.

There, his investment focus has included

cellular therapy, medical imaging, peripheral vascular disease, and oncology.

Lind has more than 30 years of experience in a variety

of life science related professions, ranging from former practicing physician to senior Wall Street equity research analyst at Morgan

Lind is a graduate of the University of Iowa, College of Medicine.

He was a practicing physician in Brookline, Massachusetts.

He served as an attending physician at St.

Elizabeth’s Hospital in Boston, a major teaching affiliate of Tufts University School

of Medicine, where he completed his residency training in Internal Medicine.

Mayer has served as a non-employee director of the Company since December 30, 2020.

Mayer has served as a

member of the board of directors of DropCar, Inc (NASDAQ:

Mayer has served as a member of the board

of directors of DropCar, Inc (Nasdaq:

DCAR) from 2018 through May of 2020.

He has served as President and

Chief Executive Officer of Mooney Aviation Company, a private company that manufactures four-place, single-engine and piston-powered

aircraft, since 1999.

He was a member of the board of directors of Microbot Medical, Inc (NASDAQ:

He has served as President and Chief Executive Officer

of Mooney Aviation Company, a private company that manufactures four-place, single-engine and piston-powered aircraft, since 1999.

was a member of the board of directors of Microbot Medical, Inc (Nasdaq:

MBOT) from 2014-2017.

to that time, he held the position of Chief Executive Officer of, Overseas Trading, a department store wholesaler.

Mayer currently

serves as a director of Laniado Hospital, a voluntary, not-for-profit hospital in Netanya, Israel, as well as a director of several

private companies.

He previously served as a consultant to and director of each of Innovative Food Holdings, a provider of sourcing,

preparation and delivery of specialty/fresh food for both professional chefs and consumers, and BlastGard International Inc.,

which manufactures and markets proprietary blast mitigation materials, in each case, from 2002 until 2016.

Marcus Schabacker has served as a non-employee director of the Company since December 30, 2020.

Since January 2018,

Schabacker has served as president and chief executive officer of the ECRI Institute, a nonprofit organization

with 500 employees and an operating budget of $70 million focusing on advancing evidenced-based, effective healthcare globally.

Prior to joining ECRI, Dr.

Schabacker worked at Baxter Healthcare Corporation, serving as corporate vice president and chief scientific

officer from July 2015 to May 2017, chairman of the executive quality council from March 2014 to May 2017, Chief

Scientific Officer, Medical Products from July 2014 to July 2015, and Vice President, R&D, Medical Products from March

2011 to July 2014.

During his clinical years, and his time as an industry thought leader, Dr.

Schabacker was focused on

patient safety and enhancing patient care.

Prior to that time, he held the

position of Chief Executive Officer of, Overseas Trading, a department store wholesaler.

Mayer currently serves as a director of

Laniado Hospital, a voluntary, not-for-profit hospital in Netanya, Israel, as well as a director of several private companies.

He previously

served as a consultant to and director of each of Innovative Food Holdings, a provider of sourcing, preparation and delivery of specialty/fresh

food for both professional chefs and consumers, and BlastGard International Inc., which manufactures and markets proprietary blast mitigation

materials, in each case, from 2002 until 2016.

Since 1992, Mr.

Mayer has also been a member of the board and since 2021 a member of

the presidium of Chai Lifeline Camp Simcha, an organization dedicated to the support of children with cancer or other life- threatening

Marcus Schabacker, PhD has served as a non-employee director of the Company since December 30, 2020.

Since January 2018, Dr.

Schabacker has served as president and chief executive officer of the ECRI Institute, a non-profit organization with 500 employees

and an operating budget of $80 million focusing on advancing evidenced-based, effective healthcare globally.

Prior to joining

Schabacker worked at Baxter Healthcare Corporation, serving as corporate vice president and chief scientific officer from July

2015 to May 2017, chairman of the executive quality council from March 2014 to May 2017, Chief Scientific Officer, Medical Products from

July 2014 to July 2015, and Vice President, R&D, Medical Products from March 2011 to July 2014.

During his clinical years, and his

time as an industry thought leader, Dr.

Schabacker was focused on patient safety and enhancing patient care.

For over a decade Dr.

Schabacker has served on numerous boards of small and midsize

companies and organizations, providing management with guidance and expertise to strategically accelerate growth and to build

successful and sustainable high performing management teams.

Schabacker is a board-certified anesthesiologist and intensive care specialist with more than 35 years of healthcare experience in complex

global environments, and more than 20 years of senior leadership responsibilities serving the medical device and pharmaceutical industries

across the healthcare value chain.

his medical and academic training at the Medical University of Lubeck, Germany, Dr.

Schabacker served as senior medical officer and head

of the intensive care and anesthesia department at the Mafikeng General Hospital, North-West Province, South Africa.

His work there was

part of a humanitarian aid program to support the African National Congress government under Nelson Mandela in the restructuring and

buildup of a rural healthcare system in post-apartheid South Africa.

Upon his return from Africa, Dr.

Schabacker joined the medical device

industry and held roles of increasing responsibility in medical affairs, preclinical and clinical development, regulatory affairs, quality,

research and development, and patient safety.

His experience includes designing, transforming, and leading organizations of up to 4,000

employees across five continents to provide safe and effective products to patients and healthcare providers worldwide.

Schabacker achieved his board certification in anesthesia and intensive care, as well as a doctorate in medicine, from the Medical University,

Lubeck, Germany.

He also received certifications in emergency medicine and disaster medicine.

He is an affiliate assistant professor

at The Stritch School of Medicine at Loyola University Chicago.

has served as a non-employee director of the Company since March 17, 2021.

Lind is a co-founder and Managing Partner at

Biomark Capital, a Greenwich, CT-based healthcare venture firm.

There, his investment focus has included cellular therapy, medical

imaging, peripheral vascular disease, and oncology.

Lind has more than 30 years of experience in a variety of life science

related professions, ranging from former practicing physician to senior Wall Street equity research analyst at Morgan Stanley.

Lind is a graduate of the University of Iowa College of Medicine.

He was a practicing physician in Brookline, Massachusetts.

He served as an attending physician at St.

Elizabeth’s Hospital in Boston, a major teaching affiliate of Tufts University

School of Medicine, where he completed his residency training in Internal Medicine.

has served on numerous boards of small and midsize companies and organizations, providing management with guidance and expertise to strategically

accelerate growth and to build successful and sustainable high performing management teams.

Brad Thompson, PhD has served as a non-employee director of the Company since

September 2021.

Thompson is an experienced biotechnology company founder and executive

with 40 years’ experience in the public markets sector.

Thompson is an experienced

biotechnology company founder and company executive.

Since December 2016, he has been

the Chief Executive Officer of Kickshaw Ventures Inc.

Prior to that, from 1999 to 2016, Dr.

Thompson served as the Chairman, CEO and President of Oncolytics Biotech (Nasdaq:

He has served as Chairman, Director and Audit Committee member on a number of other public

company (Nasdaq:

TSX, CDNX) boards of directors, and private company boards and industry

groups (including Chairman and Chairman Emeritus of BIOTECanada).

Thompson earned his

BSc in Microbiology at the University of Alberta in 1978 and his Ph.D.

from the University

of Western Ontario in the Department of Microbiology and Immunology in 1981.

Relationships

5 unchanged sentences

16(a) forms they file.

our knowledge, based solely on a review of copies of such reports furnished to us and written representations that no other reports

were required, each of our directors, officers and ten percent stockholders complied with all Section 16(a) filing requirements

applicable to them during the year ended December 31 2020.

solely upon a review of the Forms 3, 4 and 5 and amendments thereto furnished to the Company, we believe that all directors, officers

and persons beneficially owning greater than 10% of the Company’s equity securities timely filed reports required by Section 16(a)

of the Exchange Act during Fiscal 2021, except for the following reporting persons:

Form 3 was filed late for Mr.

Carter Ward with respect to his appointment as Chief Financial

Form 3 was filed late for Dr.

Facchini with respect to his appointment as an officer.

Form 4 was filed late for Dr.

Facchini with respect to one transaction.

Form 4 was filed late form Dr.

Joseph Tucker with respect to one transaction.

Form 4 was filed late for Mr.

Bradley Thompson with respect to one transaction.

Form 3 was filed late for Mr.

Douglas Lind with respect to his appointment to the Board.

One Form 4 was filed late for Mr.

Lind with respect to one transaction.

of the late reports were initial reports of ownership related to the new appointees, due to the time delays incurred in obtaining individual

SEC EDGAR codes required to make the required filings.

None of these cases involved purchase or sale, but rather non-market transactions

such as a grant or exercise of stock options.

with the oversight of the board of directors and its committees, operates within a comprehensive plan of corporate governance for the

10 unchanged sentences

Our Code of Corporate Conduct and Ethics and Whistleblower Policy

is available on our website at www.enveric.com in the “Corporate Governance”

section found under the “Investors”

is available on our website at www.enveric.com in the “Corporate Governance” section found under the “Investors”

We intend to disclose any amendments to, or waivers from, our Code of Corporate Conduct and Ethics and Whistleblower Policy at the

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from time to time by resolution adopted by our Board.

The size of our board is currently fixed at five (5) directors.

The size of our board is currently fixed at seven (7) directors.

Subject to any

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we will strive to assemble a board that brings to us a variety of perspectives and skills derived from business and professional experience

as we may deem are in our and our stockholders’

best interests.

as we may deem are in our and our stockholders’ best interests.

In doing so, we will also consider candidates with appropriate

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are currently listed on the Nasdaq Stock Market and therefore rely on the definition of independence set forth in the Nasdaq

Listing Rules (“NASDAQ Rules”).

Under the NASDAQ Rules, a director will only qualify as an “independent director”

if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent

Listing Rules (“Nasdaq Rules”).

Under the Nasdaq Rules, a director will only qualify as an “independent

director” if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director

concerning his background, employment, and affiliations, including family relationships, we have determined that Mr.

Schabacker and Dr.

Lind have no material relationships with us that would interfere with the exercise of independent

judgment and are “independent directors”

as that term is defined in the NASDAQ Listing Rules.

Based upon information requested from and provided by each director concerning

his background, employment, and affiliations, including family relationships, we have determined that Mr.

Lind have no material relationships with us that would interfere with the exercise of independent judgment and are “independent

directors” as that term is defined in the Nasdaq Listing Rules.

Committees, Meetings and Attendance

the date of the completion of the Offer until December 31, 2020, the Board held zero meetings (but acted by written consent on one occasion).

We expect our directors to attend board meetings, meetings of any committees and subcommittees on which they serve and each annual meeting

of stockholders.

the year ended December 31, 2021, the Board held 14 meetings

and acted by written consent on seven occasions.

We expect our directors to attend board meetings, meetings of any

committees and subcommittees on which they serve and each annual meeting of stockholders.

board delegates various responsibilities and authority to different board committees.

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and actions to the full board.

Currently, the board has established an Audit Committee, a Compensation Committee and a Nominating

and Corporate Governance Committee.

Currently, the board has established an Audit Committee, a Compensation Committee and a Nominating and

Corporate Governance Committee.

Committee assignments are re-evaluated annually.

Each of these standing committees

operates under a charter that has been approved by our Board.

The current charter of each of these committees is available on

our website at www.enveric.com in the “Corporate Governance”

section under “Investors.”

Each of these standing committees operates under a charter

that has been approved by our Board.

The current charter of each of these committees is available on our website at www.enveric.com in

the “Corporate Governance” section under “Investors.”

following table sets forth the membership of each of the Board committees listed above.

and Corporate Governance Committee

Joseph Tucker

Marcus Schabacker

Thompson, PhD

Audit Committee provides assistance to the Board in fulfilling the Board’s responsibility to the Company’s

stockholders relating to the Company’s accounting and financial reporting practices and system of internal control, the

audit process, the quality and integrity of the Company’s financial reporting, and the Company’s process for

monitoring compliance with laws and regulations and its code of conduct.

Audit Committee is responsible for, among other matters:

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and pre-approving audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

accounting and financial controls with the independent auditors and our financial and accounting

and approving transactions between us and our directors, officers and affiliates;

● recognizing

and preventing prohibited non-audit services;

● establishing

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any;

the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement.

the report of the audit committee that the rules of the SEC require to be included in our

annual meeting proxy statement.

of March 29, 2022, the members of our Audit Committee were George Kegler (chairman), Dr.

Douglas Lind, and Dr.

Marcus Schabacker.

Board has determined that Mr.

Schabacker are independent in accordance with NASDAQ Rules and Rule 10A-3 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board has also reviewed the education, experience

and other qualifications of each member of the Audit Committee.

Bradley Thompson.

Our Board has determined that Mr.

Thompson are independent in accordance with Nasdaq Rules and

Rule 10A-3 under the Exchange.

Our Board has also reviewed the education, experience, and other qualifications of each member of the Audit

Based upon that review, our Board has determined that Mr.

Kegler qualifies

as an “audit committee financial expert,”

Kegler qualifies as an “audit committee financial expert,”

as defined by the rules of the SEC.

The Audit Committee did not meet from the date

of the completion of the Offer until December 31, 2020.

The Audit Committee met four times during the year ended December 31, 2021.

Compensation Committee is responsible for, among other matters:

and recommending the compensation arrangements for management, including the compensation for our president and chief executive

and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual

performance and to achieve our financial goals;

and recommending the compensation arrangements for management, including the compensation

for our president and chief executive officer;

● establishing

and reviewing general compensation policies with the objective to attract and retain superior

talent, to reward individual performance and to achieve our financial goals;

● administering

our stock incentive plans;

the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.

the report of the compensation committee that the rules of the SEC require to be included

in our annual meeting proxy statement.

of March 29, 2022, the members of our Compensation Committee were Dr.

Marcus Schabacker (chairman), Sol Mayer and George

Marcus Schabacker (chairman), Sol Mayer and George Kegler.

Our Board has determined that Dr.

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Kegler are independent in accordance with Nasdaq Rules.

The Compensation Committee has the authority to delegate to subcommittees of the Compensation Committee any of the responsibilities

of the full committee.

The Compensation Committee did not meet from the date of the completion of the Offer until December 31,

The Compensation

Committee has the authority to delegate to subcommittees of the Compensation Committee any of the responsibilities of the full committee.

The Compensation Committee met one time during the year ended December 31, 2021 and acted by written consent on one occasion.

and Corporate Governance Committee

Nominating and Corporate Governance Committee is responsible for, among other matters:

the current composition, organization and governance of the board and its committees, and making recommendations for changes

the current composition, organization and governance of the board and its committees, and

making recommendations for changes thereto;

each director and nominee annually;

desired board member skills and attributes and conducting searches for prospective members accordingly;

nominees, and making recommendations to the Board concerning the appointment of directors to board committees, the selection

of board committee chairs, proposal of the slate of directors for election to the board, and the termination of membership

of individual directors in accordance with the board’s governance principles;

the process of succession planning for the chief executive officer and, as warranted, other senior officers of the Company;

● determining

desired board member skills and attributes and conducting searches for prospective members

nominees, and making recommendations to the Board concerning the appointment of directors

to board committees, the selection of board committee chairs, proposal of the slate of directors

for election to the board, and the termination of membership of individual directors in accordance

with the board’s governance principles;

the process of succession planning for the chief executive officer and as warranted,

other senior officers of the Company;

● developing,

adopting, and overseeing the implementation of a code of business conduct and ethics;

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of March 29, 2022, the members of our Compensation Committee were Sol Mayer (chairman), Dr.

Marcus Schabacker and George

The Nominating and Corporate Governance Committee did not meet from the date of the completion of the Offer until December

Marcus Schabacker and George Kegler.

The Nominating and Corporate Governance Committee met one time during the year ended December 31, 2021.

EXECUTIVE COMPENSATION

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following table sets forth total compensation paid to the named executive officers for the years ended December 31, 2021 and 2020:

Name and Principal Position

All Other Compensation

David Johnson (1)

Chairman and Chief Executive Officer

John Van Buiten (2)

Chief Financial Officer

Avani Kanubaddi (3)

Chief Operating Officer

Brent Kelton (4)

Former Chief Executive Officer

Barry Kostiner (5)

Former Chief Financial Officer

Srinidhi (Dev) Devanur

Former Executive Chairman

Johnson was appointed as Chairman and Chief Executive Officer on December 30, 2020.

Van Buiten was appointed as Chief Financial Officer of Jay Pharma on December 17, 2018 and resigned on January 8, 2020.

Van Buiten was appointed as Chief Financial Officer of the Company on December 30, 2020.

Van Buiten’s compensation

is earned through his employment at Financial Consulting Strategies LLC.

Kanubaddi was appointed as Chief Operating Officer on December 30, 2020.

from such position on December 30, 2020.

from such position and began to serve as a consultant on December 30, 2020.

and Principal Position

6,469,066 (4)

2,226,992 (8)

Executive Officer

Kanubaddi (9)

3,789,523 (10)

and Chief Operating Officer

Peter Facchini (11)

1,566,910 (14)

Innovation Officer

Robert Wilkins (15)

1,541,180 (16)

Chief Medical Officer

Stock compensation consists of Restricted Stock Unit Award (“RSU’s”)

and Restricted Stock Awards (“RSA’s”).

RSU’s and RSA’s may contain vesting conditions that include, without

limitation, continued employment or engagement with the Company, achievement of defined stock price levels or achievement of defined performance

milestones, termination of the employee without cause, resignation of the employee for good cause or change in control.

Please also note

there are no assurances that such vesting conditions will be met and accordingly there are no assurances that any unvested RSU’s

or RSA’s will become vested prior to being forfeited on the expiration date defined in the relevant award agreements.

RSU’s require that the recipient’s employment with the Company be terminated, or that a change of control occur, as a prerequisite

of conversion of vested restricted stock units into shares of Common Stock.

RSA’s have no such condition of termination or change

of control as a prerequisite of conversion of vested restricted stock awards into shares of Common Stock.

Johnson was appointed Chairman and Chief Executive Officer on December 30, 2020.

Johnson resigned as Chief Executive Officer and was appointed Executive Chairman of the Board of Directors on September 16, 2021.

Johnson’s bonus for 2021 was paid in February 2022 .

Johnson’s bonus for 2020 was paid in two increments of $100,000 each in December 2020 and in February of 2021.

Johnson’s stock compensation consists of an aggregate of 1,347,722 RSU’s valued at $6,469,066, with such valuation being

based on the Company’s closing price per share of $4.80 on the grant date of such RSU’s.

As of December 31, 2021, all

of these RSU’s are vested.

Johnson’s stock compensation excludes an aggregate of 21,277 RSU’s, with a grant

date value of $102,130, due to such RSU’s being forfeited due to non-achievement of specific performance milestones.

Tucker was appointed Chief Executive Officer on September 16, 2021.

Bonus for 2021 was paid in February 2022.

Bonus consists of $100,000 paid in September 2021 and

$59,063 attributable to 2021 paid in February 2022.

Tucker’s stock compensation consists of an aggregate of 818,747 RSU’s, valued at $2,226,992, with such valuation being

based on the Company’s closing price per share of $2.72 on the RSU grant date.

All of these RSU’s are unvested

as of December 31, 2021, with no assurances of these RSU’s vesting in the future.

Kanubaddi served as Chief Operating Officer from December 30, 2020 through September 30,

Kanubaddi was appointed President on October 1, 2021.

Kanubaddi’s stock compensation consists of an aggregate of 789,484 RSU’s, valued at $3,789,523, with such valuation being

based on the Company’s closing price per share of $4.80 on the RSU grant date.

All of these RSU’s are vested.

Facchini has served as Chief Innovation Officer since September 16, 2021.

and bonus paid in Canadian Dollars and translated to United States Dollars equivalent.

consists of $40,390 paid in September 2021 and $29,039 attributable to 2021 paid in February 2022.

Facchini’s stock compensation consists of an aggregate of 576,070 RSU’s, valued at $1,556,910, with such valuation being

based on the Company’s closing price per share of $2.72 on the RSU grant date.

All of these RSU’s are unvested

as of December 31, 2021, with no assurances of these RSU’s vesting in the future.

Wilkins served as Chief Medical Officer from December 30, 2020 to November 30, 2021.

Wilkins’ stock compensation consists of an aggregate of 526,000 RSU’s, valued at $1,541,180, with such valuation being

based on the Company’s closing price per share of $2.93 on the RSU grant date.

175,333 of these RSU’s are vested, with

Common Shares to be issued during June 2022.

The remaining 350,667 RSU’s were unvested and forfeited upon Dr.

Disclosure to Summary Compensation Table

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by and among the Company (f/k/a Ameri), Jay Pharma, Jay Pharma Merger Sub, Inc., 1236567 B.C.

Unlimited Liability Company

and Barry Kostiner, as the Ameri representative, which predates the Tender Agreement, Jay Pharma entered into an employment agreement

Unlimited Liability Company and Barry Kostiner,

as the Company representative, which predates the Tender Agreement related to the Offer (the “Tender Agreement”),

Jay Pharma entered into an employment agreement with Mr.

Johnson, whereby Mr.

Johnson would serve as the Chief Executive Officer and Chairman of the Company upon the completion

of the Offer (the “Johnson Employment Agreement”).

In addition, prior to the completion of the Offer, and to be contingent

and effective upon the completion of the Offer, the Company entered into executive employment agreements with Mr.

Kanubaddi (the

“Kanubaddi Employment Agreement”, and together with the Johnson Employment Agreement, the “Executive Employment

Agreements”).

In addition, pursuant to the Tender Agreement, on December 29, 2020, the Company entered into a consulting

agreement with Barry Kostiner (the “Kostiner Consulting Agreement”), to be effective upon the completion of the Offer.

Johnson would serve as the Chief Executive Officer

and Chairman of the Company upon the completion of the Offer (the “Johnson Employment Agreement”).

Employment Agreement

to the Johnson Employment Agreement, dated January 10, 2020, Mr.

Johnson serves in the position of Chief Executive Officer and

Chairman of the Company following the completion of the Offer.

Johnson is entitled to a base salary of $250,000 and an annual

bonus in the amount of $100,000 (provided, however, that if Mr.

Johnson’s position is changed such that he no longer serves

as Chief Executive Officer and only serves as Chairman of the Company, he will only be entitled to a base salary of $100,000 beginning

with the first day of the month following such change).

Johnson is also eligible to receive annual performance bonuses based

on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its sole

Within 30 days after the completion of the Offer, Mr.

Johnson will be granted an award of restricted stock units that

represent, in the aggregate, 5% of the Company’s issued and outstanding common stock determined on a fully diluted basis

as of the date of grant.

Johnson will also be eligible to receive additional equity awards, as determined by the Company in

its sole discretion.

the terms of the Johnson Employment Agreement, Mr.

Johnson’s employment may be terminated by either the Company or Mr.

at any time and for any reason with 30 days’

advance written notice.

Pursuant to the Johnson Employment

Agreement, dated January 10, 2020, Mr.

Johnson served in the position of Chief Executive Officer and Chairman of the Company following

the completion of the Offer.

Johnson was entitled to a base salary of $250,000 and an annual bonus in the amount of $100,000

(provided, however, that if Mr.

Johnson’s position was changed such that he no longer serves as Chief Executive Officer

and only serves as Chairman of the Company, he would only be entitled to a base salary of $100,000 beginning with the first day

of the month following such change).

Johnson was also eligible to receive annual performance bonuses based on satisfaction

of performance criteria/financial results, as determined by the board of directors of the Company in its sole discretion.

Within 30 days

after the completion of the Offer, Mr.

Johnson was granted an award of restricted stock units that represent, in the aggregate,

5% of the Company’s issued and outstanding common stock determined on a fully diluted basis as of the date of grant.

was eligible to receive additional equity awards, as determined by the Company in its sole discretion.

Under the terms of the Johnson

Employment Agreement, Mr.

Johnson’s employment may have been terminated by either the Company or Mr.

Johnson at any time

and for any reason with 30 days’ advance written notice.

Upon termination of Mr.

Johnson’s employment,

Johnson will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued and unpaid

time off or similar pay to which Mr.

Johnson is entitled as a matter of law or Company policy, (iii) any amounts due to Mr.

under the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date of termination (the

“Johnson Accrued Obligations”).

the Company terminates Mr.

Johnson’s employment for cause (as defined below) or Mr.

Johnson resigns without good reason

(as defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without

any obligation to pay any additional compensation other than the Johnson Accrued Obligations and without triggering a termination

Johnson’s employment without cause.

If the Company terminates Mr.

Johnson’s employment without cause or Mr.

Johnson resigns for good reason at any time, Mr.

Johnson is entitled to the following severance payments and benefits:

full annual base salary less applicable deductions and withholdings;

plus (ii) any earned but unpaid annual bonus and performance

bonus, if any, for the year of the termination.

Johnson Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements

Johnson’s employment, Mr.

Johnson would

have received (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued and unpaid time off or

similar pay to which Mr.

Johnson was entitled as a matter of law or Company policy, (iii) any amounts due to Mr.

Johnson under

the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date of termination (the “Johnson

Accrued Obligations”).

If the Company terminated

Johnson’s employment for cause or Mr.

Johnson resigns without good reason (as defined below), the Company, at its sole

discretion, may have shortened the notice period and determine the date of termination without any obligation to pay any additional

compensation other than the Johnson Accrued Obligations and without triggering a termination of Mr.

Johnson’s employment without

If the Company terminated Mr.

Johnson’s employment without cause or Mr.

Johnson resigned for good reason at

any time, Mr.

Johnson would have been entitled to the following severance payments and benefits:

(i) his full annual base salary

less applicable deductions and withholdings;

plus (ii) any earned but unpaid annual bonus and performance bonus, if any, for the year

of the termination.

The Johnson Employment Agreement

also contained certain standard non-solicitation, non-disparagement and confidentiality requirements for Mr.

As of December 31, 2021,

Johnson has been awarded an aggregate of 1,347,722 RSU’s, all of which are vested.

Johnson will be eligible to convert

these vested RSU’s into an equivalent number of shares of Common Stock on the first day of the seventh month subsequent to either

his termination of employment with the Company, or in the event of a change in control, and provided compliance with all terms and conditions

of the 2020 Plan, including, without limitation, the availability of shares approved by the Company’s shareholders for such issuance.

Employment Agreement

to the Kanubaddi Employment Agreement, dated December 2, 2020, Mr.

Kanubaddi serves in the position of Chief Operating Officer

of the Company following the completion of the Offer.

Kanubaddi is entitled to a base salary of $295,000 and a closing bonus

in the amount of $60,000.

Kanubaddi is also eligible to receive annual performance bonuses of up to 50% of his base salary

based on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its

sole discretion.

Within 30 days after the completion of the Offer, Mr.

Kanubaddi will be granted an award of restricted stock

units that represent, in the aggregate, 3% of the Company’s issued and outstanding common stock determined on a fully diluted

basis as of the date of grant.

Kanubaddi will also be eligible to receive additional equity awards, as determined by the Company

in its sole discretion.

May 24, 2021, Dr.

Joseph Tucker entered into an employment agreement (the “Tucker Employment Agreement”) with the Company

pursuant to which he will become the Company’s Chief Executive Officer, effective as of the September 16, 2021 closing date of

the Amalgamation (the “Tucker Effective Date”).

to the Tucker Employment Agreement, Dr.

Tucker receives a base salary of $350,000 annually (“Tucker Base Salary”).

also received, upon entering into the Tucker Employment Agreement, a one-time signing bonus of $100,000 and 68,747 RSUs, of which half

are subject to time-based vesting and the other half subject to performance-based vesting.

Pursuant to the Tucker Employment Agreement,

upon entering into the agreement, Dr.

Tucker also received an initial equity compensation received grant of 750,000 RSUs, of which half

are subject to time-based vesting and the other half subject to performance-based vesting.

The RSUs are subject to the terms and conditions

of the Company’s 2020 Long-Term Incentive Plan.

The Tucker time-based RSUs vest in quarters on each of the first four anniversaries

of the Tucker Effective Date, and the Tucker performance-based RSUs shall vest based on the achievement of performance milestones established

by the Company.

in calendar year 2022, Dr.

Tucker became eligible to receive annual performance bonuses of up to 75% of the Tucker Base Salary, as determined

from time to time by the Company’s board of directors.

The Tucker Employment Agreement

will remain in effect until terminated by either party, unless the Company or Dr.

Tucker delivers advance written notice of termination

to the other party at least 30 days prior.

In addition, the Tucker Employment Agreement is subject to early termination by him or the

Company in accordance with the terms of the Tucker Employment Agreement.

Pursuant to the Tucker Employment

Agreement, if Dr.

Tucker’s employment is terminated by the Company without cause or by Dr.

Tucker for good reason, then the Company

Tucker, in addition to any then-accrued and unpaid obligations owed to him, 12 months of the then-current Tucker Base Salary.

Tucker Employment Agreement also contains covenants restricting Dr.

Tucker from soliciting the Company’s employees or customers

for a period of 12 months after the termination of Dr.

Tucker’s employment with the Company and prohibiting him from disclosure

of confidential information regarding the Company at any time.

As of December 31, 2021,

Tucker has been awarded an aggregate of 818,747 RSU’s, with all being unvested.

Vesting conditions include, without limitation,

continued employment or engagement with the Company, achievement of defined stock price levels, termination of the employee without cause,

resignation of the employee for good cause or change in control and there can be no assurances of any of these vesting conditions being

achieved and accordingly no assurances of any of these RSU’s vesting.

Furthermore, in the event that any or all of these RSU’s

Tucker will be eligible to convert any vested RSU’s into an equivalent number of shares of Common Stock on the first

day of the seventh month subsequent to either his termination of employment with the Company or in the event of a change in control and

provided compliance with all terms and conditions of the 2020 Plan, including, without limitation, the availability of shares approved

by the Company’s shareholders for such issuance.

Employment Agreement

Prior to the completion of

the Offer, and contingent and effective upon the completion of the Offer, the Company entered into an employment agreement with Mr.

(the “Kanubaddi Employment Agreement”).

Pursuant to the Kanubaddi Employment Agreement, dated December 2, 2020, Mr.

serves in the position of Chief Operating Officer.

Kanubaddi is entitled to a base salary of $295,000 and a closing bonus in the

amount of $60,000.

Kanubaddi is also eligible to receive annual performance bonuses of up to 50% of his base salary based on satisfaction

of performance criteria/financial results, as determined by the board of directors of the Company in its sole discretion.

Within 30 days

after the completion of the Offer, Mr.

Kanubaddi was granted an award of restricted stock units that represent, in the aggregate,

3% of the Company’s issued and outstanding common stock determined on a fully diluted basis as of the date of grant.

is also eligible to receive additional equity awards, as determined by the Company in its sole discretion.

the terms of the Kanubaddi Employment Agreement, Mr.

Kanubaddi’s employment may be terminated by either the Company or Mr.

Kanubaddi at any time and for any reason with 30 days’

advance written notice.

Kanubaddi’s employment may be terminated by either the Company or Mr.

at any time and for any reason with 30 days’ advance written notice.

Upon termination of Mr.

Kanubaddi’s

employment, Mr.

Kanubaddi will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued

and unpaid time off or similar pay to which Mr.

Kanubaddi is entitled as a matter of law or Company policy, (iii) any amounts

Kanubaddi under the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date

of termination (the “Kanubaddi Accrued Obligations”).

Kanubaddi’s employment, Mr.

Kanubaddi will receive (i) his fully earned but unpaid base salary through the date of termination, (ii) any accrued and unpaid time

off or similar pay to which Mr.

Kanubaddi is entitled as a matter of law or Company policy, (iii) any amounts due to Mr.

Kanubaddi under

the terms of the benefit plans, and (iv) any unreimbursed expenses properly incurred prior to the date of termination (the “Kanubaddi

Accrued Obligations”).

the Company terminates Mr.

Kanubaddi’s employment for cause (as defined below) or Mr.

Kanubaddi resigns without good reason

(as defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without

any obligation to pay any additional compensation other than the Kanubaddi Accrued Obligations and without triggering a termination

Kanubaddi’s employment without cause.

Kanubaddi’s employment for cause or Mr.

Kanubaddi resigns without good reason (as

defined below), the Company, at its sole discretion, may shorten the notice period and determine the date of termination without any

obligation to pay any additional compensation other than the Kanubaddi Accrued Obligations and without triggering a termination of Mr.

Kanubaddi’s employment without cause.

If the Company terminates Mr.

Kanubaddi’s employment without cause or

Kanubaddi resigns for good reason at any time, Mr.

Kanubaddi’s employment without cause or Mr.

resigns for good reason at any time, Mr.

Kanubaddi is entitled to the following severance payments and benefits:

(i) his full annual base salary less applicable deductions and withholdings;

plus (ii) any earned but unpaid performance bonus,

if any, for the year of the termination.

Kanubaddi Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements

purposes of the Executive Employment Agreements:

“Cause”

shall mean a termination of employment because of (i) the executive’s failure or refusal to perform the duties of the executive’s

position in a manner causing material detriment to the Company;

(ii) the executive’s willful misconduct with regard to the

Company or its business, assets or executives (including, without limitation, his fraud, embezzlement, intentional misrepresentation,

misappropriation, conversion or other act of dishonesty with regard to the Company;

(iii) the executive’s commission of

an act or acts constituting a felony or any crime involving fraud or dishonesty as determined in good faith by the Company;

the executive’s breach of a fiduciary duty owed to the Company;

(v) any material breach of the employment agreement or any

other agreement with the Company;

or (vi) any injury, illness or incapacity which shall wholly or continuously disable the executive

from performing the essential functions of the executive’s position for any successive or intermittent period of at least

reason”

shall mean a termination of employment because of:

(i) a materially adverse diminution in the execution’s

role or responsibilities without the executive’s consent, provided that the parties to the employment agreement agree that

it shall not be considered a diminution in the executive’s role or responsibilities if he ceases serving as Chief Executive

Officer provided he remains Chairman;

or (ii) any material breach of the employment agreement by the Company or any other agreement

with the executive.

foregoing descriptions of the Executive Employment Agreements does not purport to be complete and is qualified entirely by reference

to the full text of the Executive Employment Agreements, with the Johnson Employment Agreement, the Kanubaddi Employment Agreement

and the Kostiner Consulting Agreement attached hereto as Exhibits 10.17, 10.18 and 10.20, respectively, which in

each case is incorporated by reference herein.

of John Van Buiten’s Employment.

to the Consulting and Advisory Agreement, dated as of December 19, 2018, as amended by and between Enveric and Financial Consulting

Strategies LLC (“FCS”), Mr.

Van Buiten served as Chief Financial Officer of Jay Pharma Inc.

Pursuant to the consulting

agreement, FCS provided certain financial services for a fee of $8,500 per month for each month Mr.

Van Buiten served as Chief

Financial Officer.

Van Buiten’s compensation was earned through his employment at FCS.

Buiten resigned

as Chief Financial Officer on January 8, 2020 and was re-appointed on December 30, 2020.

consulting agreement may be terminated with 30 days’

written notice by Enveric or FCS.

The agreement with FCS also contains

certain confidentiality requirements for FCS and Mr.

(i) his full annual

base salary less applicable deductions and withholdings;

plus (ii) any earned but unpaid performance bonus, if any, for the year of the

Kanubaddi Employment Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements for

As of December 31, 2021,

Kanubaddi has been awarded an aggregate of 789,484 RSU’s, all of which are vested.

Kanubaddi will be eligible to convert

these vested RSU’s into an equivalent number of shares of Common Stock on the first day of the seventh month subsequent to either

his termination of employment with the Company, or in the event of a change in control, and provided compliance with all terms and conditions

of the 2020 Plan, including, without limitation, the availability of shares approved by the Company’s shareholders for such issuance.

Employment Agreement

May 24, 2021, Dr.

Peter Facchini entered into an employment agreement (the “Facchini Employment Agreement”) with the Company

pursuant to he serves as the Company’s Chief Innovation Officer, effective as of the September 16, 2021 closing date of the Amalgamation

(the “Facchini Effective Date”).

Pursuant to the Facchini

Employment Agreement, as of the Facchini Effective Date, Dr.

Facchini has received a base salary of C$295,000 annually (“Facchini

Base Salary”).

Facchini also received a one-time signing bonus of C$50,000 and up to 130,000 RSUs, based on the price of the

Company’s shares at the Facchini Effective Date.

Half of any such RSUs are subject to time-based vesting, and the remaining half

of any such RSUs are subject to performance-based vesting.

Beginning in calendar year 2022, Dr.

Facchini became eligible to receive annual

performance bonuses of up to 50% of the Facchini Base Salary, as determined from time to time by the Company’s board of directors.

Additionally, Dr.

Facchini received 525,000 RSUs as equity compensation.

262,500 of such RSUs are subject to time-based vesting, and

the remaining 262,500 of such RSUs are subject to performance-based vesting.

The RSUs are subject to the terms and conditions of the

Company’s 2020 Long-Term Incentive Plan.

The RSUs are subject to time-based vesting and shall vest in quarters on each of the first

four anniversaries of the Facchini Effective Date, and the RSUs shall vest based on the achievement of performance milestones established

by the Company.

Facchini Employment Agreement will remain in effect until terminated by either party, unless the Company delivers advance written notice

of termination to Dr.

Facchini or Dr.

Facchini delivers advance written notice of termination to the Company at least 30 days prior.

In addition, the Facchini Employment Agreement is subject to early termination by him or the Company in accordance with the terms of

the Facchini Employment Agreement.

to the Facchini Employment Agreement, if Dr.

Facchini’s employment is terminated by the Company without cause or by Dr.

for good reason, then the Company must pay Dr.

Facchini, in addition to any then-accrued and unpaid obligations owed to him, 12 months

of the then-current Facchini Base Salary.

Facchini Employment Agreement also contains covenants restricting Dr.

Facchini from soliciting the Company’s employees or customers

for a period of 12 months after the termination of Dr.

Facchini’s employment with ENVB and prohibiting him from disclosure of confidential

information regarding the Company at any time.

As of December 31, 2021,

Facchini has been awarded an aggregate of 576,070 RSU’s, with all being unvested.

Vesting conditions include, without limitation,

continued employment or engagement with the Company, achievement of defined stock price levels, termination of the employee without cause,

resignation of the employee for good cause or change in control and there can be no assurances of any of these vesting conditions being

achieved and accordingly no assurances of any of these RSU’s vesting.

Furthermore, in the event that any or all of these RSU’s

Facchini will be eligible to convert any vested RSU’s into an equivalent number of shares of Common Stock on the first

day of the seventh month subsequent to either his termination of employment with the Company, or in the event of a change in control,

and provided compliance with all terms and conditions of the 2020 Plan, including, without limitation, the availability of shares approved

by the Company’s shareholders for such issuance.

Wilkins Employment Agreement

December 22, 2020, Dr.

Robert Wilkins entered into an employment agreement (the “Wilkins Employment Agreement”) with the

Company pursuant to which he became the Company’s Chief Medical Officer, effective as of the December 30, 2020 (the “Wilkins

Effective Date”).

Wilkins resigned from his position with the Company on November 30, 2021.

to the Wilkins Employment Agreement, Dr.

Wilkins served in the position of Chief Medical Officer of the Company.

Wilkins received

a base annual salary of $185,000.

Wilkins was also eligible to receive annual performance bonuses of up to 50% of his base salary

based on satisfaction of performance criteria/financial results, as determined by the board of directors of the Company in its sole discretion.

The Wilkins Employment Agreement provided for the awarding of 526,000 RSU’s to Dr.

Wilkins, with 175,333 of such RSU’s being

immediately vested and 350,667 RSU’s vesting upon the achievement of specific volume weighted average prices being achieved by

the Company’s Common Stock during specified measurement periods.

Wilkins was also eligible to receive additional equity awards,

as determined by the Company in its sole discretion.

The Wilkins Employment Agreement

also contains certain standard non-solicitation, non-disparagement and confidentiality requirements for Dr.

Wilkins resigned from his position with the Company on November 30, 2021.

As of the date of his resignation, Dr.

Wilkins had been awarded

an aggregate of 526,000 RSU’s, with 175,333 of such RSU’s being vested and 350,667 of such RSU’s being unvested, forfeited

and cancelled.

Wilkins will be eligible to convert these vested RSU’s into an equivalent number of shares of Common Stock on

the first day of the seventh month subsequent to the date of his resignation, provided compliance with all terms and conditions of the

2020 Plan, including, without limitation, the availability of shares approved by the Company’s shareholders for such issuance.

foregoing descriptions of employment agreements do not purport to be complete and is qualified entirely by reference to the full

text of the employment, with the Johnson Employment Agreement, the Tucker Employment Agreement, the Kanubaddi Employment

Agreement, the Facchini Employment Agreement and the Wilkins Employment Agreement attached hereto as Exhibits 10.17, 10.35,

10.18, 10.36, and 10.19 respectively, which in each case is incorporated by reference herein.

Contractor Agreement with David Johnson

2 unchanged sentences

Pursuant to the agreement, Mr.

provided certain consulting services in connection with the Offer beginning on January 1, 2020 through the completion of the Offer.

Johnson was entitled to (i) $15,000 per month, and (ii) $100,000 on the closing date.

The agreement was terminable by Jay

Pharma and Mr.

Johnson for any reason upon 30 days’

written notice.

Consulting Agreement

to the Kostiner Consulting Agreement, dated December 29, 2020, Mr.

Kostiner will serve as a consultant to the Company following

the completion of the Offer for a period of 12 months following the closing of the Offer.

Kostiner will be entitled to a total

compensation of $120,000 (the “Fee”) under the Kostiner Consulting Agreement, payable in monthly installments of $10,000.

the terms of the Kostiner Consulting Agreement, Mr.

Kostiner’s consulting services may be terminated by either the Company

Kostiner at any time and for any reason.

In the event that either Mr.

Kostiner or the Company terminates the Kostiner Consulting

Agreement prior to the end of the term thereof, the Company will continue to make monthly payments of $10,000 to Mr.

until the full amount of the Fee has been paid.

Kostiner Consulting Agreement also contains certain standard non-solicitation, non-disparagement and confidentiality requirements

Employment Agreement

December 11, 2018, in connection with the appointment of Mr.

Devanur as Executive Chairman, the Company and Mr.

Devanur entered into an amended and restated employment agreement (the “Devanur

Employment Agreement”), pursuant to which the Company agreed to pay Mr.

Devanur a base salary of $250,000 per year.

term of the Devanur Employment Agreement was initially for three years.

Additionally, Mr.

Devanur was eligible to earn a bonus

of up to 100% of his base salary upon the achievement of pre-established performance targets set by the board of directors.

Employment Letter

October 17, 2018, pursuant to an employment letter (the “Kostiner Employment Letter”), Mr.

Kostiner received an annual

base salary of $200,000 and be eligible for bonus payments of up to an aggregate of $50,000 as determined by our board of directors,

based on meeting and exceeding mutually agreed upon annual performance goals.

Additionally, Mr.

Kostiner received an option to

purchase 6,000 shares of common stock with an exercise price based on the closing price of our common stock on the grant date

and expiring on the fifth anniversary of the grant date.

The option vests in thirds on each of the first through third anniversaries

of October 17, 2018, the grant date.

Kostiner Employment Letter had a term lasting through December 31, 2019, subject to automatic one-year renewals thereafter, unless

the Company or Mr.

Kostiner delivered written notice of non-renewal to the other party at least 60 days prior to the relevant

renewal date.

In addition, the Kostiner Employment Letter was subject to early termination by him or the Company in accordance

with the terms of the Kostiner Employment Letter.

The Kostiner Employment Letter also contained covenants restricting Mr.

from soliciting the Company’s employees or customers for a period of two years after the termination of Mr.

Kostiner’s

employment with the Company, and prohibiting him from disclosure of confidential information regarding the Company at any time.

Johnson provided

certain consulting services in connection with the Offer beginning on January 1, 2020 through the completion of the Offer.

was entitled to (i) $15,000 per month, and (ii) $100,000 on the closing date.

The agreement was terminable by Jay Pharma and Mr.

for any reason upon 30 days’ written notice.

Equity Awards at Fiscal Year-End

of December 31, 2020, there were no outstanding equity awards that have been previously awarded to each of our named executive

officers and which remained outstanding.

Joseph Tucker

Ibrahim “Bob” Dagher

Peter Facchini

Vested restricted stock units are eligible for conversion into an equivalent number of shares of

Common Stock on the first day of the seventh month subsequent to either the employee’s termination of employment with the Company,

or in the event of a change in control, and provided compliance with all terms and conditions of the 2020 Plan, including, without

limitation, the availability of shares approved by the Company’s shareholders for such issuance.

Payments Upon Termination of Employment or Change in Control

of our named executive officers has a contract in place for termination or change in control payments.

following table presents the total compensation for each person who served as a member of our board of directors during the fiscal

year ended December 31, 2020.

Other than set forth in the table and described more follow below, we did not pay any compensation,

reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members

of our board of directors in 2020.

Srinidhi “Dev”

Carmo Martella

Thoranath Sukumaran

of our named executive officers has a contract in place for change in control payments.

The employment agreements

David Johnson, Dr.

Joseph Tucker, Mr.

Avani Kanubaddi, and Dr.

Peter Facchini include provisions for severance pay equal to twelve

months of salary upon termination by the Company without cause, as defined in the employment agreements or termination by the employee

for good reason, as defined in the employment agreements.

of our named executive officers have also been granted RSU’s which are currently either fully vested or contain conditions providing

for vesting upon change of control.

Vested RSU’s are eligible for conversion to an equivalent number of shares of Common Stock

upon termination of the employee by either the Company without cause, termination by the employee for good reason or an event of change

of control, and provided the Company’s compliance with all terms and conditions of the 2020 Plan, including, without limitation,

the availability of shares approved by the Company’s shareholders for such issuances.

following table presents the total compensation for each person who served as a member of our board of directors during the fiscal year

ended December 31, 2021.

Other than set forth in the table and described more follow below, we did not pay any compensation, reimburse

any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our board

of directors in 2021.

George Kegler

Marcus Schabacker

Bradley Thompson

of RSA’s equivalent to 15,957 shares of Common Stock, valued at $4.80 per share (the closing price per share on the date of

As of December 31, 2021, George Kegler had outstanding 15,957 RSA’s.

of RSA’s equivalent to 15,957 shares of Common Stock, valued at $4.80 per share (the closing price per share on the date of

As of December 31, 2021, Sol Mayer had outstanding 15,957 RSA’s.

of RSA’s equivalent to 15,957 shares of Common Stock, valued at $4.80 per share (the closing price per share on the date of

As of December 31, 2021, Marcus Schabacker had outstanding 15,957 RSA’s.

of RSA’s equivalent to 9,059 shares of Common Stock, valued at $3.58 per share (the closing price per share on the date of

As of December 31, 2021, Douglas Lind had outstanding 9,059 RSA’s.

of RSA’s equivalent to 12,953 shares of Common Stock, valued at $1.93 per share (the closing price per share on the date of

As of December 31, 2021, Bradley Thompson had outstanding 12,953 RSA’s.

Biosciences, Inc.

2020 Long-Term Incentive Plan

to the Tender Agreement, effective as of the effective time of the Offer, the Company adopted the Enveric Biosciences, Inc.

Long-Term Incentive Plan (the “2020 Plan”).

The 2020 Plan provides for the granting of incentive stock options, nonqualified

stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights

and other awards which may be granted singly, in combination or in tandem, and which may be paid in shares of Common Stock.

foregoing description of the 2020 Plan does not purport to be complete and is qualified entirely by reference to the full text

of the 2020 Plan, which is attached hereto as Exhibit 10.21 and is incorporated by reference herein.

connection with the 2020 Plan, the Board adopted a form of Restricted Stock Unit Award Agreement, which is attached hereto as

Exhibit 10.22 and is incorporated by reference herein.

Restricted stock units granted to participants pursuant to the Restricted

Stock Unit Award Agreement may be converted into the number of shares of Common Stock equal to the number of restricted stock

units, with each restricted stock unit to represent a notional share of Common Stock, with a value equal to the fair market value

of a share of common stock at any time.

2015 Equity Incentive Award Plan

April 20, 2015, the Ameri board of directors and the holder of a majority of the outstanding shares of Ameri’s common stock

approved the adoption of the 2015 Equity Incentive Award Plan (the “Ameri Equity Plan”) and a grant of discretionary

authority to the executive officers to implement and administer the Ameri Equity Plan.

The Ameri Equity Plan allowed for the issuance

of up to 2,000,000 shares of Ameri common stock for award grants (all of which can be incentive stock options).

The Ameri Equity

Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options,

stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance shares, performance units

and other stock-based awards.

The Ameri 2015 Equity Incentive Plan was terminated in accordance with the completion of the Offer.

The purpose of

the Enveric Biosciences, Inc.

2020 Long-Term Incentive Plan (the “2020 Plan”) is to enable us to remain competitive and innovative

and aid our ability to attract and retain the services of key employees, key contractors, and non-employee directors.

The 2020 Plan provides

for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock

units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and

which may be paid in cash or shares of our common stock.

The 2020 Plan provides flexibility to the Company with regard to its compensation

methods in order to adapt the compensation of its key employees, key contractors, and non-employee directors to a changing business environment,

after giving due consideration to competitive conditions and the impact of applicable tax laws.

Effective Date and Expiration .

The 2020 Plan was adopted on December 31, 2020 pursuant to the Tender Agreement and was effective as of December 31, 2020

(the “ 2020 Plan Effective Date ”).

The 2020 Plan will terminate on the tenth anniversary of the 2020 Plan Effective

Date, unless sooner terminated by our board of directors.

No award may be made under the 2020 Plan after its termination date, but awards

made prior to the termination date may extend beyond that date in accordance with their terms.

Share Authorization .

to certain adjustments, as of January 1, 2022, the total number of shares of the Company’s common stock that have been reserved

and may be issued pursuant to awards under the Incentive Plan is 2,695,893 shares.

Administration .

Plan shall be administered by the board of directors of the Company or such committee of the board as it designated by it to administer

the 2020 Plan (the “Committee”).

At any time that there is no Committee to administer the Plan, any reference to the Committee

is a reference to the board of directors of the Company.

The Committee will determine the persons to whom awards are to be made;

the type, size, and terms of awards;

interpret the 2020 Plan;

establish and revise rules and regulations relating to the 2020 Plan;

performance goals for awards and certify the extent of their achievement;

and make any other determinations that it believes are necessary

for the administration of the Plan.

The Committee may delegate certain of its duties to one or more officers of the Company as provided

Eligibility .

(including any employee who is also a director or an officer), contractors, and non-employee directors of the Company or any of its subsidiaries,

whose judgment, initiative, and efforts contributed to or may be expected to contribute to its successful performance, are eligible to

participate in the 2020 Plan.

Stock Options .

The Committee

may grant either incentive stock options (“ISOs”) qualifying under Section 422 of the Internal Revenue Code of 1986, as amended

(the “Code”), or nonqualified stock options, provided that only employees of the Company and our subsidiaries (excluding subsidiaries

that are not corporations) are eligible to receive ISOs.

Stock options may not be granted with an option price less than 100% of the fair

market value of a share of common stock on the date the stock option is granted.

If an ISO is granted to an employee who owns or is deemed

to own more than 10% of the combined voting power of all classes of our stock (or of any parent or subsidiary), the option price shall

be at least 110% of the fair market value of a share of common stock on the date of grant.

The Committee will determine the terms of each

stock option at the time of grant, including, without limitation, the methods by or forms in which shares will be delivered to participants

or registered in their names.

The maximum term of each option, the times at which each option will be exercisable, and provisions requiring

forfeiture of unexercised options at or following termination of employment or service generally are fixed by the Committee, except that

the Committee may not grant stock options with a term exceeding ten (10) years or, in the case of an ISO granted to an employee who owns

or is deemed to own more than 10% of the combined voting power of all classes of our stock (or of any parent or subsidiary), a term exceeding

five (5) years.

Recipients of stock options may

pay the option price (i) in cash, check, bank draft, or money order payable to the order of the Company;

(ii) by delivering to us shares

of common stock (included restricted stock) already owned by the participant having a fair market value equal to the aggregate option

price and that the participant has not acquired from the Company within six months prior to the exercise date;

(iii) by delivering to

the Company or its designated agent an executed irrevocable option exercise form, together with irrevocable instructions from the participant

to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares purchased upon the exercise of the option or

to pledge such shares to the broker as collateral for a loan from the broker and to deliver to us the amount of sale or loan proceeds

necessary to pay the purchase price;

(iv) by requesting us to withhold the number of shares otherwise deliverable upon exercise of the

stock option by the number of shares having an aggregate fair market value equal to the aggregate option price at the time of exercise

( i.e., a cashless net exercise);

and (v) by any other form of valid consideration that is acceptable to the Committee in its

sole discretion.

Stock Appreciation Rights .

The Committee is authorized to grant stock appreciation rights (“SARs”) as a stand-alone award, or freestanding SARs, or in

conjunction with options granted under the 2020 Plan, or tandem SARs.

SARs entitle a participant to receive an amount equal to the excess

of the fair market value of a share of common stock on the date of exercise over the fair market value of a share of Company common stock

on the date of grant.

The grant price of a SAR cannot be less than 100% of the fair market value of a share of Company common stock on

the date of grant.

The Committee will determine the terms of each SAR at the time of the grant, including, without limitation, the methods

by or forms in which shares will be delivered to participants or registered in their names.

The maximum term of each SAR, the times at

which each SAR will be exercisable, and provisions requiring forfeiture of unexercised SARs at or following termination of employment

or service generally are fixed by the Committee, except that no freestanding SAR may have a term exceeding ten (10) years and no tandem

SAR may have a term exceeding the term of the option granted in conjunction with the tandem SAR.

Distributions to the recipient may be

made in common stock, cash, or a combination of both as determined by the Committee.

Restricted Stock and Restricted

The Committee is authorized to grant restricted stock and restricted stock units.

Restricted stock consists of shares

of Company common stock that may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of, and

that may be forfeited in the event of certain terminations of employment or service, prior to the end of a restricted period as specified

by the Committee.

Restricted stock units are the right to receive shares of common stock at a future date in accordance with the terms

of such grant upon the attainment of certain conditions specified by the Committee, which include a substantial risk of forfeiture and

restrictions on their sale or other transfer by the participant.

The Committee determines the eligible participants to whom, and the time

or times at which, grants of restricted stock or restricted stock units will be made;

the number of shares or units to be granted;

price to be paid, if any;

the time or times within which the shares covered by such grants will be subject to forfeiture;

times at which the restrictions will terminate;

and all other terms and conditions of the grants.

Restrictions or conditions could include,

but are not limited to, the attainment of performance goals (as described below), continuous service with the Company, the passage of

time, or other restrictions or conditions.

Except as otherwise provided in the 2020 Plan or the applicable award agreement, a participant

shall have, with respect to shares of restricted stock, all of the rights of a stockholder of the Company holding the class of common

stock that is the subject of the restricted stock, including, if applicable, the right to vote the common stock and the right to receive

any dividends thereon.

Dividend Equivalent Rights .

The Committee is authorized to grant a dividend equivalent right to any participant, either as a component of another award or as a separate

award, conferring on the participant the right to receive credits based on the cash dividends that would have been paid on the shares

of common stock specified in the award as if such shares were held by the participant.

The terms and conditions of the dividend equivalent

right shall be specified in the grant.

Dividend equivalents credited to the holder of a dividend equivalent right may be paid currently

or may be deemed to be reinvested in additional shares.

Any such reinvestment shall be at the fair market value at the time thereof.

dividend equivalent right may be settled in cash, shares, or a combination thereof.

Performance Awards .

Committee may grant performance awards payable at the end of a specified performance period in cash, shares of common stock, units, or

other rights based upon, payable in, or otherwise related to our common stock.

Payment will be contingent upon achieving pre-established

performance goals (as discussed below) by the end of the applicable performance period.

The Committee will determine the length of the

performance period, the maximum payment value of an award, and the minimum performance goals required before payment will be made, so

long as such provisions are not inconsistent with the terms of the 2020 Plan, and to the extent an award is subject to Section 409A of

the Code, are in compliance with the applicable requirements of Section 409A of the Code and any applicable regulations or guidance.

certain circumstances, the Committee may, in its discretion, determine that the amount payable with respect to certain performance awards

will be reduced from the maximum amount of any potential awards.

If the Committee determines, in its sole discretion, that the established

performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure,

or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the

performance period.

Performance Goals .

of restricted stock, restricted stock units, performance awards, and other awards under the 2020 Plan may be made subject to the attainment

of performance goals relating to one or more business criteria which shall consist of one or more or any combination of the following

criteria (“Performance Criteria”):

ratio of debt to debt plus equity;

net borrowing, credit

quality, or debt ratings;

profit before tax;

economic profit;

earnings before interest and taxes;

earnings before interest, taxes, depreciation,

and amortization;

gross margin;

earnings per share (whether on a pre-tax, after-tax, operational, or other basis);

operating earnings;

capital expenditures;

expenses or expense levels;

economic value added;

ratio of operating earnings to capital spending or any other operating

free cash flow;

net asset value per share;

the accomplishment of mergers, acquisitions, dispositions, public

offerings, or similar extraordinary business transactions;

sales growth;

price of the shares;

return on assets, equity, or stockholders’

market share;

inventory levels, inventory turn or shrinkage;

or total return to stockholders.

Any Performance Criteria may be

used to measure our performance as a whole or of any of our business units and may be measured relative to a peer group or index.

Performance Criteria may include or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence, (ii) gains

or losses on the disposition of a business;

(iii) changes in tax or accounting regulations or laws;

(iv) the effect of a merger or acquisition,

as identified in the Company’s quarterly and annual earnings releases;

or (v) other similar occurrences.

In all other respects,

Performance Criteria shall be calculated in accordance with the Company’s financial statements, under GAAP, or under a methodology

established by the Committee prior to the issuance of an award, which is consistently applied and identified in the Company’s audited

financial statements, including in notes thereto, or the Compensation Discussion and Analysis section of the Company’s annual report.

Other Awards .

The Committee

may grant other forms of awards, based upon, payable in, or that otherwise relate to, in whole or in part, shares of our common stock,

if the Committee determines that such other form of award is consistent with the purpose and restrictions of the 2020 Plan.

and conditions of such other form of award shall be specified in the grant.

Such other awards may be granted for no cash consideration,

for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified in the grant.

Vesting, Forfeiture and Recoupment,

The Committee, in its sole discretion, may determine that an award will be immediately vested, in whole or in part, or

that all or any portion may not be vested until a date, or dates, subsequent to its date of grant, or until the occurrence of one or more

specified events, subject in any case to the terms of the 2020 Plan.

If the Committee imposes conditions upon vesting, then, subsequent

to the date of grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the award may be vested.

The Committee may impose on any

award at the time of grant or thereafter, such additional terms and conditions as the Committee determines, including terms requiring

forfeiture of awards in the event of a participant’s termination of service.

The Committee will specify the circumstances on which

performance awards may be forfeited in the event of a termination of service by a participant prior to the end of a performance period

or settlement of awards.

Except as otherwise determined by the Committee, restricted stock will be forfeited upon a participant’s

termination of service during the applicable restriction period.

In addition, we may recoup all or any portion of any shares or cash paid

to a participant in connection with any award in the event of a restatement of the Company’s financial statements as set forth in

the Company’s clawback policy, if any, as such policy may be approved or modified by board of directors of the Company from time

Awards granted under the 2020

Plan generally are not assignable or transferable except by will or by the laws of descent and distribution, except that the Committee

may, in its discretion and pursuant to the terms of an award agreement, permit transfers of nonqualified stock options or SARs to (i)

the spouse (or former spouse), children, or grandchildren of the participant (“Immediate Family Members”);

(ii) a trust or

trusts for the exclusive benefit of such Immediate Family Members;

(iii) a partnership in which the only partners are (1) such Immediate

Family Members and/or (2) entities which are controlled by the participant and/or his or her Immediate Family Members;

(iv) an entity

exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision;

or (v) a split interest trust or

pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration

for any such transfer, (y) the applicable award agreement pursuant to which such nonqualified stock options or SARs are granted must be

approved by the Committee and must expressly provide for such transferability, and (z) subsequent transfers of transferred nonqualified

stock options or SARs shall be prohibited except those by will or the laws of descent and distribution.

Adjustments Upon Changes in

Capitalization .

In the event that any dividend or other distribution (whether in the form of cash, shares of Company common stock,

other securities or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation,

split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of shares of common stock or other securities of the

Company, issuance of warrants or other rights to purchase shares of common stock or other securities of the Company, or other similar

corporate transaction or event affects the fair value of an award, then the Committee shall adjust any or all of the following so that

the fair value of the award immediately after the transaction or event is equal to the fair value of the award immediately prior to the

transaction or event:

(i) the number of shares and type of common stock (or the securities or property) which thereafter may be made the

subject of awards;

(ii) the number of shares and type of common stock (or other securities or property) subject to outstanding awards;

(iii) the number of shares and type of common stock (or other securities or property) specified as the annual per-participant limitation

under the 2020 Plan;

(iv) the option price of each outstanding stock option;

(v) the amount, if any, we pay for forfeited shares in accordance

with the terms of the 2020 Plan;

and (vi) the number of or exercise price of shares then subject to outstanding SARs previously granted

and unexercised under the 2020 Plan, to the end that the same proportion of our issued and outstanding shares of common stock in each

instance shall remain subject to exercise at the same aggregate exercise price;

provided, however, that the number of shares of common

stock (or other securities or property) subject to any award shall always be a whole number.

Notwithstanding the foregoing, no such adjustment

shall be made or authorized to the extent that such adjustment would cause the 2020 Plan or any stock option to violate Section 422 of

the Code or Section 409A of the Code.

All such adjustments must be made in accordance with the rules of any securities exchange, stock

market, or stock quotation system to which we are subject.

Amendment or Discontinuance

of the 2020 Plan .

The Company’s board of directors may, at any time and from time to time, without the consent of participants,

alter, amend, revise, suspend, or discontinue the 2020 Plan in whole or in part;

provided, however, that (i) no amendment that requires

stockholder approval in order for the 2020 Plan and any awards under the 2020 Plan to continue to comply with Sections 421 and 422 of

the Code (including any successors to such sections or other applicable law) or any applicable requirements of any securities exchange

or inter-dealer quotation system on which our stock is listed or traded, shall be effective unless such amendment is approved by the requisite

vote of our stockholders entitled to vote on the amendment;

and (ii) unless required by law, no action by our board of directors regarding

amendment or discontinuance of the 2020 Plan may adversely affect any rights of any participants or obligations of the Company to any

participants with respect to any outstanding awards under the 2020 Plan without the consent of the affected participant.

Compensation Plan Information

following table provides information regarding the weighted-average exercise price of options issued by Enveric as of December 31, 2021.

Such issuances were approved by Enveric’s board of directors outside of an equity compensation plan.

Plan category

Number of securities to be issued upon exercise

of outstanding options, warrants and rights

Number of securities to be issued upon

exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights 3

Number of securities remaining

for issuance under equity compensation plans (excluding securities reflected in the first column)

Number of securities remaining for issuance under equity compensation plans (excluding securities reflected in the first column)

Equity compensation plans approved by security holders 1

Equity compensation plans not approved by security holders

Consists of the 2020 Plan

Represents 124,100 shares of Common Stock to be issued pursuant

to the exercise of outstanding options, 32,099 shares of Common Stock to be issued pursuant to vested restricted stock awards, 51,509

shares of Common stock to be issued pursuant to unvested restricted stock awards, 2,785,820 vested restricted stock units representing

2,785,820 shares of Common Stock, 3,100,613 unvested restricted stock units representing 3,100,613 shares of Common Stock.

can be no assurances of the achievement of vesting conditions related to those unvested restricted stock awards and unvested restrict

Represents the weighted-average exercise price of outstanding options

and is calculated without taking into account the shares of common stock subject to outstanding restricted stock awards and outstanding

restricted stock units.

As of the end of the fiscal year ended December 31, 2021, there

were 5,886,433 shares of common stock underlying outstanding restricted stock units, of which (i) 2,785,820 shares are underlying

vested restricted stock units and issuable, subject to certain conditions for settlement, which include termination of employment

or the event of a change in control, and of which 297,635 shares may not be issued until 2020 Plan, which currently has no shares

available for issuance and is short of shares to cover all of the outstanding restricted stock units, is amended to increase the

number of shares authorized for issuance of awards under the 2020 Plan upon approval by our stockholders and (ii) 3,100,613 shares

are issuable upon the vesting of such restricted stock units, subject to achievement of vesting conditions, either termination of

employment with the Company, or a change in control, and is further subject to the increase in the number of shares authorized for

issuance of awards under the 2020 Plan upon approval by our stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth the names and number of common shares beneficially owned as of March 29, 2021 (including shares

of common stock issuable within sixty (60) days of that date upon exercise or conversion of securities that entitle the holders

thereof to obtain common stock upon exercise or conversion in accordance with the terms thereof) by (i) those persons who are

known to us to be the beneficial owner(s) of more than five percent (5%) of our common stock, (ii) each of our directors and named

executive officers and (iii) all of our directors and executive officers as a group.

Except as otherwise indicated, the beneficial

owners listed in the table below possess the sole voting and dispositive power in regard to such shares and have an address of

c/o Enveric Biosciences, Inc., 4851 Tamiami Trail N, Suite 200, Naples, FL 34103.

As of March 29, 2021, there were 19,450,507

shares of common stock of the Company outstanding.

Number of Shares of Common Stock Beneficially Owned

Percentage of Shares Outstanding

Directors and Officers

David Johnson

Avani Kanubaddi

John Van Buiten

George Kegler

Marcus Schabaker

All directors and officers as a group of seven (7) persons

Five Percent (5%) Stockholders

Alpha Capital Anstalt

2,159,220 (1)

David Stefansky

following table sets forth the names and number of common shares beneficially owned as of March 29, 2022 (including shares of

common stock issuable within sixty (60) days of that date upon exercise or conversion of securities that entitle the holders thereof

to obtain common stock upon exercise or conversion in accordance with the terms thereof) by (i) those persons who are known to us to

be the beneficial owner(s) of more than five percent (5%) of our common stock , (ii) each of our directors and named executive officers

and (iii) all of our directors and executive officers as a group.

Except as otherwise indicated, the beneficial owners listed in the

table below possess the sole voting and dispositive power in regard to such shares and have an address of c/o Enveric Biosciences, Inc.,

4851 Tamiami Trail N, Suite 200, Naples, FL 34103.

As of March 29, 2022, there were 52,585,120 shares of common stock of

the Company outstanding.

1,568,220 (1)

TO Pharmaceuticals

Facchini, PhD

Schabacker, M.D., PhD

Thompson, PhD

directors and officers as a group of nine (9) persons

5,152,322 (8)

Represents less than 1%

The address of

Alpha Capital Anstalt is Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein.

Alpha Capital Anstalt is the beneficial

owner of 2,159,220 shares of Common Stock including (i) 513 shares of Common Stock and (ii) 2,158,707 shares of Common Stock

underlying warrants that are currently exercisable.

Nicola Feuerstein, Director of Alpha Capital Anstalt, exercises voting power and dispositive power

over such shares of Common Stock.

As of March 29, 2021, Alpha Capital Anstalt owns additional warrants that would be exercisable

up to 1,500,440 additional shares of Common Stock, except for a limitation set forth in the warrant agreements that restricts

Alpha Capital Anstalt’s ability to exercise the warrants if such exercise would result in Alpha Capital Anstalt (including

its affiliates) owning more than 9.99% of the Company’s currently outstanding number of shares of Common Stock.

the number of shares of the Company’s Common Stock beneficially owned by Alpha Capital Anstalt as of March 29, 2021

was 2,159,220, which represents 9.99% beneficial ownership of the 19,449,975 shares of the Common Stock of the Company that

were outstanding as of March 29, 2021.

The address of

David Stefansky and Bezalel Partners, LLC is 265 E.

66th St., Apt.

6C, New York, NY 10065.

Includes (i) 931,855 shares of

Common Stock held through Bezalel Partners, LLC (“Bezalel”), (ii) 150,836 shares of Common Stock held by Mr.

and (iii) options held by Mr.

Stefansky to purchase up to 206,125 shares of Common Stock that are currently exercisable.

Stefansky is the natural person with voting and dispositive power over shares of Bezalel and is deemed to have beneficial

ownership of the shares held by Bezalel.

Based on a Schedule

13G filed February 10, 2021 by TO Pharmaceuticals LLC and TOP Invest LLC.

The address of TO Pharmaceuticals and TOP Invest

LLC is TO Pharmaceuticals, 77 Water St., 8th Floor, New York, New York 10005.

According to the Schedule 13G, TO Pharmaceuticals

LLC and TOP Invest LLC each have sole voting power and sole dispositive power with respect to 2,299,001 shares of Common Stock.

Includes 691,080 shares of Common Stock, 199,350 vested options

to purchase Common Stock, warrants to purchase 677,790 shares of Common Stock.

Excludes unvested restricted stock units equivalent

to 818,747 shares of Common Stock.

Includes vested restricted stock units equivalent to 789,484 shares

of Common Stock.

Excludes unvested restricted stock units equivalent to 1,127,787 shares of Common Stock.

Includes 616,656 shares of Common Stock, 99,675 vested options to

purchase Common Stock, warrants to purchase 613,998 shares of Common Stock.

Excludes unvested restricted stock units equivalent to

576,070 shares of Common Stock.

Includes vested restricted stock units equivalent to 1,347,722 shares

of Common Stock

Includes vested restricted stock awards equivalent to 15,957 shares

of Common Stock.

Includes vested restricted stock awards equivalent to 9,059 shares

of Common Stock

Includes vested options to purchase 53,160 shares of Common Stock

and vested restricted stock awards equivalent to 6,477 shares of Common Stock.

Excludes unvested restricted stock awards equivalent

to 6,476 shares of Common Stock.

Includes 1,307,736 shares of Common Stock, vested restricted stock

units equivalent to 2,237,206 shares of Common Stock, vested restricted stock awards equivalent to 63,407 shares of Common Stock,

vested options to purchase 352,185 shares of Common Stock and warrants to purchase 1,291,788 shares of Common Stock.

Excludes unvested

restricted stock units equivalent to 4,217,033 shares of Common Stock and unvested restricted stock awards equivalent to 6,476 shares

of Common Stock.

Certain Relationships and Related Transactions and Director Independence

below are transactions occurring since January 1, 2020 and any currently proposed transactions to which Jay Pharma was a party

and in which:

amounts involved exceeded or will exceed the lesser of (i) $120,000, or (ii) 1% of the average of Jay Pharma’s total

assets at December 31, 2019 and December 30, 2020;

director, executive officer, holder of more than 5% of Jay Pharma’s outstanding capital stock, or any member of such

person’s immediate family had or will have a direct or indirect material interest, excluding compensation arrangements

described above.

below are transactions occurring since January 1, 2021 and any currently proposed transactions to which the Company was a party and in

amounts involved exceeded or will exceed the lesser of (i) $120,000, or (ii) 1% of the average

of the Company’s total assets at December 31, 2020 and December 30, 2021;

director, executive officer, holder of more than 5% of the Company’s outstanding capital

stock, or any member of such person’s immediate family had or will have a direct or

indirect material interest, excluding compensation arrangements described above.

agreement with MagicMed Industries Inc.

May 24, 2021, the Company entered into an Amalgamation Agreement (the “Amalgamation Agreement”) with 1306432 B.C.

corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company (“HoldCo”),

Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of HoldCo

(“Purchaser”), and MagicMed Industries Inc., a corporation existing under the laws of the Province of British Columbia (“MagicMed”),

pursuant to which, among other things, the Company, indirectly through Purchaser, acquired all of the outstanding securities of MagicMed

in exchange for securities of the Company by way of an amalgamation under the British Columbia Business Corporations Act, upon the terms

and conditions set forth in the Amalgamation Agreement, such that, upon completion of the Amalgamation (as defined herein), the amalgamated

corporation (“Amalco”) will be an indirect wholly-owned subsidiary of the Company.

The Amalgamation was completed on September

shareholders on the date of Amalgamation Agreement included Joseph Tucker, Peter Facchini and Jillian Hagel, all of whom became

employees of the Company as of the September 16, 2021 completion of the Amalgamation.

At the time of and prior to entering into

the Amalgamation Agreement, MagicMed, Joseph Tucker, Peter Facchini and Jillian Hagel were not related parties of the

and Consulting Agreements

Contractor Agreement with Barry Kostiner

Pharma and Barry Kostiner entered into an independent contractor agreement on January 10, 2020 (the “January Agreement”).

Pursuant to the January Agreement, Mr.

Kostiner agreed to provide consulting services to Jay Pharma effective December 1, 2019.

The January Agreement was terminated effective April 30, 2020.

Kostiner earned $10,000 per month over the term of the January

Agreement was terminated effective April 30, 2020.

Kostiner earned $10,000 per month over the term of the January Agreement.

and Assumption Agreements

January 10, 2020, Jay Pharma entered into two assignment and assumption agreements, pursuant to which, upon the satisfaction of

all closing conditions to the Offer, affiliates of Tikkun would assign to Jay Pharma all of such affiliates’

and developed rights based on certain Amended and Restated Sublicense Agreements, effective January 12, 2018, pursuant to which

Jay Pharma entered into two in-licensing U.S.

and rest of world rights to the limited pharmaceutical business (including cancer)

from TOP and TOCI, respectively, each as amended by a First Amendment entered January 10, 2020, with:

(i) TOP and Tikkun regarding all of Tikkun’s (i) in-licensed rights and obligations to commercialize pharmaceutical

products related to GVHD under the relevant Sublicense in the U.S.

and (ii) certain skincare business and all of

Tikkun’s rights related thereto as of the January 10, 2020 effective date.

Jay Pharma agreed to issue 8,288,006 common

shares of Jay Pharma to Tikkun in exchange for these rights;

TOCI and Tikkun regarding all of Tikkun’s in-licensed rights and obligations to commercialize pharmaceutical products related

to GVHD under the relevant sublicense anywhere in the world outside the U.S.

Jay Pharma agreed to issue 2,072,001 common shares

of Jay Pharma to Tikkun in exchange for these rights.

January 10, 2020, Jay Pharma entered into two assignment and assumption agreements, pursuant to which, upon the satisfaction of all closing

conditions to the Offer, affiliates of Tikkun would assign to Jay Pharma all of such affiliates’ in-licensed and developed rights

based on certain Amended and Restated Sublicense Agreements, effective January 12, 2018, pursuant to which Jay Pharma entered into two

in-licensing U.S.

and rest of world rights to the limited pharmaceutical business (including cancer) from TOP and TOCI, respectively,

each as amended by a First Amendment entered January 10, 2020, with:

TOP and Tikkun regarding all of Tikkun’s (i) in-licensed rights and obligations to commercialize pharmaceutical products related

to GVHD under the relevant Sublicense in the U.S.

and (ii) certain skincare business and all of Tikkun’s rights related thereto

as of the January 10, 2020 effective date.

Jay Pharma agreed to issue 8,288,006 common shares of Jay Pharma to Tikkun in exchange for

these rights;

TOCI and Tikkun regarding all of Tikkun’s in-licensed rights and obligations to commercialize pharmaceutical products related to

GVHD under the relevant sublicense anywhere in the world outside the U.S.

Jay Pharma agreed to issue 2,072,001 common shares of Jay Pharma

to Tikkun in exchange for these rights.

August 12, 2020, Jay Pharma and the applicable Tikkun affiliates entered into the First Amendment to the Tikkun Agreements, pursuant

to which all references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender

Agreement and the Offer, as applicable.

to which all references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement

and the Offer, as applicable.

October 2, 2020, Jay Pharma and the applicable Tikkun affiliates entered into the Second Amendment to the Tikkun Agreements, pursuant

to which the effective date of the transactions was revised to occur as of October 2, 2020.

Pharma, TO LLC and TOH entered into a license agreement dated on January 10, 2020, pursuant to which Jay Pharma would acquire

certain in-licensed and owned intellectual property rights related to the cannabis products in the United States (presently excluding

the state of New York) from TO LLC and TOH, each of which is an affiliate of TO Holdings, in exchange for royalty payments of

(i) four percent (4.0%) of net sales of OTC cancer products made via consumer channels;

(ii) five percent (5.0%) of net sales

of beauty products made via consumer channels;

and (iii) three percent (3.0%) of net sales of OTC cancer products made via professional

channels, along with a minimum net royalty payment starting in January 1, 2022 and progressively increasing up to a cap of $400,000

maximum each year for the first 10 years, then $600,000 maximum each year for the next 5 years, and an annual maximum cap of $750,000

each year thereafter during the term of the agreement.

The licensed intellectual property rights relate to beauty products and

OTC cancer products, and branding rights related thereto.

The beauty products include any topical or transdermal cannabis-containing

or cannabis-derived (including hemp-based) skin care or body care beauty products, and the OTC cancer products means any cancer-related

products, in each case excluding those regulated as a drug, medicine, or controlled substance by the FDA or any other relevant

governmental authority, such as the USDA.

Pharma, TO LLC and TOH entered into a license agreement dated on January 10, 2020, pursuant to which Jay Pharma would acquire certain

in-licensed and owned intellectual property rights related to the cannabis products in the United States (presently excluding the state

of New York) from TO LLC and TOH, each of which is an affiliate of TO Holdings, in exchange for royalty payments of (i) four percent

(4.0%) of net sales of OTC cancer products made via consumer channels;

(ii) five percent (5.0%) of net sales of beauty products made

via consumer channels;

and (iii) three percent (3.0%) of net sales of OTC cancer products made via professional channels, along with

a minimum net royalty payment starting in January 1, 2022 and progressively increasing up to a cap of $400,000 maximum each year for

the first 10 years, then $600,000 maximum each year for the next 5 years, and an annual maximum cap of $750,000 each year thereafter

during the term of the agreement.

The licensed intellectual property rights relate to beauty products and OTC cancer products, and branding

rights related thereto.

The beauty products include any topical or transdermal cannabis-containing or cannabis-derived (including hemp-based)

skin care or body care beauty products, and the OTC cancer products means any cancer-related products, in each case excluding those regulated

as a drug, medicine, or controlled substance by the FDA or any other relevant governmental authority, such as the USDA.

August 12, 2020, Jay Pharma, TO LLC and TOH entered into the First Amendment to the License Agreement, pursuant to which all references

to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer,

as applicable.

October 2, 2020, Jay Pharma, TO LLC and TOH entered into the Second Amendment to the License Agreement, pursuant to which the

effective date of the transactions was revised to occur as of October 2, 2020.

the signing of the Original Amalgamation Agreement, Jay Pharma issued the Original Note to Alpha, dated as of January 10, 2020,

pursuant to which Alpha loaned $1,500,000 to Jay Pharma in connection with, and as a condition to, the Original Amalgamation Agreement.

The Original Note was amended on June 23, 2020 (as discussed further below) to reflect an additional investment of $500,000, resulting

in a total principal amount of $2,000,000 (the “Second Note Amendment”).

The Original Note was further amended on

August 12, 2020 (as discussed further below), to account for the termination of the Original Amalgamation Agreement and the change

in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer (the “Third Note Amendment”).

The terms described in the following paragraphs reflect the terms of the Original Note as amended by the Second Note Amendment

and the Third Note Amendment.

to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer, as applicable.

October 2, 2020, Jay Pharma, TO LLC and TOH entered into the Second Amendment to the License Agreement, pursuant to which the effective

date of the transactions was revised to occur as of October 2, 2020.

the signing of the Original Amalgamation Agreement, Jay Pharma issued the Original Note to Alpha, dated as of January 10, 2020, pursuant

to which Alpha loaned $1,500,000 to Jay Pharma in connection with, and as a condition to, the Original Amalgamation Agreement.

Note was amended on June 23, 2020 (as discussed further below) to reflect an additional investment of $500,000, resulting in a total

principal amount of $2,000,000 (the “Second Note Amendment”).

The Original Note was further amended on August 12, 2020 (as

discussed further below), to account for the termination of the Original Amalgamation Agreement and the change in the structure of the

transaction from an amalgamation to a stock-for-stock exchange offer (the “Third Note Amendment”).

The terms described in

the following paragraphs reflect the terms of the Original Note as amended by the Second Note Amendment and the Third Note Amendment.

The Note was secured, pursuant to the Security Agreement, by all of the assets of Jay Pharma.

Note carried an annual interest rate of 7%, calculated daily.

the closing of the Offer, the Note was converted into the right to receive 2,473,848 common shares of Jay Pharma and warrants

to purchase 2,333,970 common shares of Jay Pharma at an exercise price of $1.03 per share immediately prior to the Offer.

In connection

with the Offer, such common shares and warrants of Jay Pharma acquired by Alpha upon conversion of the Note were converted into

the right to receive (i) 547,278 shares of Series B Preferred Stock that are convertible into up to 547,278 shares of Common Stock,

after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 516,333 shares of Common Stock at an exercise

price of $4.64 per share, after giving effect to the Reverse Stock Split,

Pharma was obligated by certain covenants set forth in the Note, including, but not limited to, the obligation (i) to provide

certain financial information, (ii) to use the proceeds in a specifically agreed to manner, (iii) to not incur any new indebtedness

other than as allowed under the terms of the Note, (iv) to not enter into any business, except those in which Jay Pharma is already

engaged or that are reasonably related thereto, (v) to not make any distributions to its shareholders or creditors, (vi) to not

make any changes to its capital structure, authorize or issue any equity interest of Jay Pharma, and (vii) to not take or suffer

any act not permitted under the Tender Agreement.

of default under the Note included, but were not limited to, (i) breaches of representations and warranties made by Jay Pharma,

in the Note or the Security Agreement, (ii) breaches of covenants made by Jay Pharma, (iii) bankruptcy and insolvency of Jay Pharma,

and (iv) the failure to consummate the Offer by a certain date.

The Note carried an annual interest rate

of 7%, calculated daily.

the closing of the Offer, the Note was converted into the right to receive 2,473,848 common shares of Jay Pharma and warrants to purchase

2,333,970 common shares of Jay Pharma at an exercise price of $1.03 per share immediately prior to the Offer.

In connection with the

Offer, such common shares and warrants of Jay Pharma acquired by Alpha upon conversion of the Note were converted into the right to receive

(i) 547,278 shares of Series B Preferred Stock that are convertible into up to 547,278 shares of Common Stock, after giving effect to

the Reverse Stock Split, and (ii) warrants to purchase up to 516,333 shares of Common Stock at an exercise price of $4.64 per share,

after giving effect to the Reverse Stock Split,

Pharma was obligated by certain covenants set forth in the Note, including, but not limited to, the obligation (i) to provide certain

financial information, (ii) to use the proceeds in a specifically agreed to manner, (iii) to not incur any new indebtedness other than

as allowed under the terms of the Note, (iv) to not enter into any business, except those in which Jay Pharma is already engaged or that

are reasonably related thereto, (v) to not make any distributions to its shareholders or creditors, (vi) to not make any changes to its

capital structure, authorize or issue any equity interest of Jay Pharma, and (vii) to not take or suffer any act not permitted under

the Tender Agreement.

of default under the Note included, but were not limited to, (i) breaches of representations and warranties made by Jay Pharma, in the

Note or the Security Agreement, (ii) breaches of covenants made by Jay Pharma, (iii) bankruptcy and insolvency of Jay Pharma, and (iv)

the failure to consummate the Offer by a certain date.

Note and the Security Agreement also provided certain customary representations and warranties of Jay Pharma.

If the Tender Agreement

had been terminated without Alpha’s prior written consent and without meeting certain other conditions in the Tender Agreement,

Jay Pharma would have been required to repay the entire outstanding principal balance of the Note plus all accrued and unpaid

interest thereon and any other sums payable to Alpha directly in connection with the Note.

had been terminated without Alpha’s prior written consent and without meeting certain other conditions in the Tender Agreement,

Jay Pharma would have been required to repay the entire outstanding principal balance of the Note plus all accrued and unpaid interest

thereon and any other sums payable to Alpha directly in connection with the Note.

Note Amendment

May 6, 2020, Jay Pharma and Alpha entered into the First Note Amendment.

The First Note Amendment revised the maturity date of

Prior to the First Note Amendment, the maturity date of the Note was the earlier of (i) July 6, 2020 and (ii) an event

of default that accelerates the maturity of the Note.

Following the First Note Amendment, the maturity date of the Note was revised

to be the earlier of (i) September 30, 2020 and (ii) an event of default that accelerates the maturity of the Note.

Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummated by March 31, 2020 to

extend such date to September 30, 2020.

The First Note Amendment revised the maturity date of the Note.

Prior to the First Note Amendment, the maturity date of the Note was the earlier of (i) July 6, 2020 and (ii) an event of default that

accelerates the maturity of the Note.

Following the First Note Amendment, the maturity date of the Note was revised to be the earlier

of (i) September 30, 2020 and (ii) an event of default that accelerates the maturity of the Note.

The First Note Amendment also revised

the event of default regarding a failure of the amalgamation to be consummated by March 31, 2020 to extend such date to September 30,

Note Amendment

June 23, 2020, Jay Pharma and Alpha entered into the Second Note Amendment.

The Second Note Amendment revised the principal amount

of the Note from $1,500,000 to $2,000,000, which was deemed advanced as the of date of the Second Note Amendment.

The rights and

securities granted to Alpha under the terms of the Note were extended to the additional $500,000 advance contemplated by the Second

Note Amendment pursuant to the terms of the Second Note Amendment.

The Second Note Amendment revised the principal amount of

the Note from $1,500,000 to $2,000,000, which was deemed advanced as the of date of the Second Note Amendment.

The rights and securities

granted to Alpha under the terms of the Note were extended to the additional $500,000 advance contemplated by the Second Note Amendment

pursuant to the terms of the Second Note Amendment.

Note Amendment

August 12, 2020, Jay Pharma and Alpha entered into the Third Note Amendment.

The Third Note Amendment extended the maturity date

to be the earlier of (a) January 1, 2021 and (b) an event of default that accelerates the maturity of the Note.

The Third Note

Amendment also revised the Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer.

As a result, references to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender

Agreement and the Offer.

The Third Note Amendment also revised the event of default regarding a failure of the amalgamation to

be consummation by March 31, 2020 to be an event of default if the Offer was not completed by January 1, 2021.

the completion of the Offer, the Company provided Alpha with the Series B Warrants to purchase the number of pre-reverse stock

split shares of common stock of the Company equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio of 0.8849 at an

exercise price of $0.01 to Alpha, as set forth in, and pursuant to the terms of, the Series B Common Stock Purchase Warrant.

The Series B Warrants had a five-year term beginning on the 90th day after the later of the last day of the lock-up/leak-out

If Alpha chooses to exercise the Series B Warrants, Alpha may elect, at its own option, to exercise the Series B Warrants

on a cashless basis.

Alpha may not exercise the Series B Warrants to the extent such exercise would result in Alpha and its affiliates

owning more than 9.99% of the Company.

The number of shares issuable under the terms of the Series B Common Stock Purchase Warrant

are adjustable for stock dividends and splits.

Additionally, Alpha shall have the right to participate in subsequent rights

offerings or pro rata distributions with respect to the equity of the Company or any fundamental transaction involving the Company

as more fully described in the Series B Common Stock Purchase Warrant.

the signing of the Original Amalgamation Agreement, Alpha entered into the Original Alpha Securities Purchase Agreement, pursuant

to which Alpha agreed, subject to the terms and conditions thereof, to purchase common shares of Jay Pharma and Jay Pharma Series

A Warrants to purchase Jay Pharma’s common shares for an aggregate total purchase price of $3,500,000.

The Alpha Securities

Purchase Agreement was amended on August 12, 2020 (as discussed further below), to account for the termination of the Original

Amalgamation Agreement and the change in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer

(the “Third Alpha SPA Amendment”).

The terms described in the following paragraphs reflect the terms of the Alpha

Securities Purchase Agreement as amended by the Third Alpha SPA Amendment.

The Third Note Amendment extended the maturity date to be

the earlier of (a) January 1, 2021 and (b) an event of default that accelerates the maturity of the Note.

The Third Note Amendment also

revised the Note to account for the change in structure from an amalgamation to a stock-for-stock exchange offer.

As a result, references

to the Original Amalgamation Agreement and the amalgamation were revised to be references to the Tender Agreement and the Offer.

Third Note Amendment also revised the event of default regarding a failure of the amalgamation to be consummation by March 31, 2020 to

be an event of default if the Offer was not completed by January 1, 2021.

the completion of the Offer, the Company provided Alpha with the Series B Warrants to purchase the number of pre-reverse stock split

shares of common stock of the Company equal to the product of (i) 8,100,000 and (ii) the Exchange Ratio of 0.8849 at an exercise price

of $0.01 to Alpha, as set forth in, and pursuant to the terms of, the Series B Common Stock Purchase Warrant.

The Series B Warrants had

a five-year term beginning on the 90th day after the later of the last day of the lock-up/leak-out period.

If Alpha chooses to exercise

the Series B Warrants, Alpha may elect, at its own option, to exercise the Series B Warrants on a cashless basis.

Alpha may not exercise

the Series B Warrants to the extent such exercise would result in Alpha and its affiliates owning more than 9.99% of the Company.

number of shares issuable under the terms of the Series B Common Stock Purchase Warrant are adjustable for stock dividends and splits.

Additionally, Alpha shall have the right to participate in subsequent rights offerings or pro rata distributions with respect to the

equity of the Company or any fundamental transaction involving the Company as more fully described in the Series B Common Stock Purchase

the signing of the Original Amalgamation Agreement, Alpha entered into the Original Alpha Securities Purchase Agreement, pursuant to

which Alpha agreed, subject to the terms and conditions thereof, to purchase common shares of Jay Pharma and Jay Pharma Series A Warrants

to purchase Jay Pharma’s common shares for an aggregate total purchase price of $3,500,000.

The Alpha Securities Purchase Agreement

was amended on August 12, 2020 (as discussed further below), to account for the termination of the Original Amalgamation Agreement and

the change in the structure of the transaction from an amalgamation to a stock-for-stock exchange offer (the “Third Alpha SPA Amendment”).

The terms described in the following paragraphs reflect the terms of the Alpha Securities Purchase Agreement as amended by the Third

Alpha SPA Amendment.

closing of the Alpha Investment is conditioned upon the satisfaction or waiver of the conditions set forth in the Tender Agreement.

The obligations of Alpha under the Alpha Securities Purchase Agreement in connection with the closing of the Alpha Investment

are also subject to the condition that, from the date of the Alpha Securities Purchase Agreement to the date of closing of the

Alpha Investment, trading in Ameri’s common stock shall not have been suspended by the SEC or NASDAQ, and, at any time prior

to the closing date of the Alpha Investment, trading in securities generally as reported by Bloomberg L.P.

shall not have been

suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,

or on any trading market, nor shall a banking moratorium have been declared either by the U.S.

obligations of Alpha under the Alpha Securities Purchase Agreement in connection with the closing of the Alpha Investment are also subject

to the condition that, from the date of the Alpha Securities Purchase Agreement to the date of closing of the Alpha Investment, trading

in Ameri’s common stock shall not have been suspended by the SEC or Nasdaq, and, at any time prior to the closing date of

the Alpha Investment, trading in securities generally as reported by Bloomberg L.P.

shall not have been suspended or limited, or minimum

prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a

banking moratorium have been declared either by the U.S.

or New York State authorities.

Alpha Securities Purchase Agreement provides certain customary covenants, conditions, representations and warranties, and other

agreements by and between Jay Pharma and Alpha.

In addition, Jay Pharma has agreed to use commercially reasonable efforts to complete

the Offer, and as a condition to closing of the Offer, to cause Ameri to assume all of Jay Pharma’s obligations under the

warrants and the Securities Purchase Agreement.

to the terms of the Alpha Securities Purchase Agreement, from the closing date of the Offer until 120 days thereafter, Jay Pharma

agreed to not permit or allow Ameri or any of its subsidiaries to issue, enter into agreement to issue, or announce the issuance

or proposed issuance of any shares of Ameri common stock.

Additionally, for a period of 18 months following the closing date of

the Offer, Ameri is prohibited from effecting or entering into an agreement to effect any issuance by Ameri or any of its subsidiaries

of their respective common stock or common stock equivalent involving a variable rate transaction.

A “variable rate transaction”

means a transaction in which Ameri (i) issues or sells any debt or equity securities that are convertible into, exchangeable or

exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price, exercise

price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares

of common stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or

exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or

upon the occurrence of specified or contingent events directly or indirectly related to the business of Ameri or the market for

the common stock, or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity

line of credit, whereby Ameri may issue securities at a future determined price.

Additionally, from the closing date of the Offer

until such time as Alpha holds less than one-fifth of the shares issued in connection with the Alpha Investment, Alpha will hold

certain anti-dilution rights outlined in the Alpha Securities Purchase Agreement.

the closing of the Alpha Investment under the Alpha Securities Purchase Agreement immediately prior to the Offer, Alpha received

approximately 3,500,954 common shares of Jay Pharma and Jay Pharma Series A Warrants to purchase 3,500,954 common shares of Jay

Pharma at an exercise price of $1.03 per common share (the “Alpha Investment Securities”).

In connection with t he

Offer, such common shares and warrants of Jay Pharma acquired by Alpha in the Alpha Investment were converted into, as applicable,

the right to receive (i) 774,499 shares of Series B Preferred Stock that are convertible into up to 774,499 shares of Common Stock,

after giving effect to the Reverse Stock Split, and (ii) warrants to purchase up to 774,499 shares of Common Stock at an exercise

price of $4.64 per share, after giving effect to the Reverse Stock Split.

The Company warrants will be immediately exercisable

and will expire on the fifth anniversary of the original issuance date.

The exercise price and number of shares of Company common

stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations

or similar events affecting the Company common stock and the exercise price.

The Series B Preferred Stock of the Company and the

warrants to purchase Company common stock to be issued to Alpha are convertible or exercisable, as applicable, subject to a 9.99%

beneficial ownership blocker.

Alpha Securities Purchase Agreement provides certain customary covenants, conditions, representations and warranties, and other agreements

by and between Jay Pharma and Alpha.

In addition, Jay Pharma has agreed to use commercially reasonable efforts to complete the Offer,

and as a condition to closing of the Offer, to cause Ameri to assume all of Jay Pharma’s obligations under the warrants and the

Securities Purchase Agreement.

to the terms of the Alpha Securities Purchase Agreement, from the closing date of the Offer until 120 days thereafter, Jay Pharma agreed

to not permit or allow Ameri or any of its subsidiaries to issue, enter into agreement to issue, or announce the issuance or proposed

issuance of any shares of Ameri common stock.

Additionally, for a period of 18 months following the closing date of the Offer, Ameri

is prohibited from effecting or entering into an agreement to effect any issuance by Ameri or any of its subsidiaries of their respective

common stock or common stock equivalent involving a variable rate transaction.

A “variable rate transaction” means a transaction

in which Ameri (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include

the right to receive additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price

that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial

issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some

future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly

or indirectly related to the business of Ameri or the market for the common stock, or (ii) enters into, or effects a transaction under,

any agreement, including, but not limited to, an equity line of credit, whereby Ameri may issue securities at a future determined price.

Additionally, from the closing date of the Offer until such time as Alpha holds less than one-fifth of the shares issued in connection

with the Alpha Investment, Alpha will hold certain anti-dilution rights outlined in the Alpha Securities Purchase Agreement.

the closing of the Alpha Investment under the Alpha Securities Purchase Agreement immediately prior to the Offer, Alpha received approximately

3,500,954 common shares of Jay Pharma and Jay Pharma Series A Warrants to purchase 3,500,954 common shares of Jay Pharma at an exercise

price of $1.03 per common share (the “Alpha Investment Securities”).

In connection with the Offer, such common shares and

warrants of Jay Pharma acquired by Alpha in the Alpha Investment were converted into, as applicable, the right to receive (i) 774,499

shares of Series B Preferred Stock that are convertible into up to 774,499 shares of Common Stock, after giving effect to the Reverse

Stock Split, and (ii) warrants to purchase up to 774,499 shares of Common Stock at an exercise price of $4.64 per share, after giving

effect to the Reverse Stock Split.

The Company warrants will be immediately exercisable and will expire on the fifth anniversary of the

original issuance date.

The exercise price and number of shares of Company common stock issuable upon exercise is subject to appropriate

adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company common stock and the

exercise price.

The Series B Preferred Stock of the Company and the warrants to purchase Company common stock to be issued to Alpha are

convertible or exercisable, as applicable, subject to a 9.99% beneficial ownership blocker.

Amendment to Alpha Securities Purchase Agreement

1 unchanged sentence

The Second Note Amendment also amended the Alpha Securities

Purchase Agreement to reduce the amount of the investment in Jay Pharma’s common shares and Jay Pharma Series A Warrants

from $3,500,000 to $3,000,000.

Purchase Agreement to reduce the amount of the investment in Jay Pharma’s common shares and Jay Pharma Series A Warrants from $3,500,000

to $3,000,000.

Amendment to Alpha Securities Purchase Agreement

August 12, 2020, Jay Pharma and Alpha entered into a second amendment to the Alpha Securities Purchase Agreement (the “Second

Alpha SPA Amendment”).

The Second Alpha SPA Amendment revised the formula regarding the securities to be issued to Alpha

in connection with the closing of the amalgamation to match the formula set forth in the Original Amalgamation Agreement.

Additionally,

the Second Alpha SPA amended the termination rights under the Alpha Securities Purchase Agreement to extend the termination date

from July 7, 2020 to September 30, 2020.

August 12, 2020, Jay Pharma and Alpha entered into a second amendment to the Alpha Securities Purchase Agreement (the “Second Alpha

SPA Amendment”).

The Second Alpha SPA Amendment revised the formula regarding the securities to be issued to Alpha in connection

with the closing of the amalgamation to match the formula set forth in the Original Amalgamation Agreement.

Additionally, the Second

Alpha SPA amended the termination rights under the Alpha Securities Purchase Agreement to extend the termination date from July 7, 2020

to September 30, 2020.

Amendment to Alpha Securities Purchase Agreement

August 12, 2020, Jay Pharma and Alpha entered into a third amendment to the Alpha Securities Purchase Agreement (the “Third

Alpha SPA Amendment”).

The Third Alpha SPA Amendment revised the references to the Original Amalgamation Agreement and amalgamation

to be references to the Tender Agreement and the Offer, as applicable, in order to account for the change in transaction structure

from an amalgamation to a stock-for-stock exchange offer.

Additionally, the Third Alpha SPA Amendment amended the termination

rights under the Alpha Securities Purchase Agreement to extend the termination date from September 30, 2020 to January 1, 2021.

noted above, in connection with conversion of the Note and the closing of the Alpha Investment, which occurred immediately prior

to the closing of the Offer, Alpha received warrants to purchase common shares of Jay Pharma.

Further, as noted above, in connection

with the Offer and pursuant to the terms of the Tender Agreement and the Alpha Exchange Agreement, these warrants were exchanged

for Company warrants to purchase pre-reverse stock split shares of Company common stock equal to the number of common shares of

Jay Pharma underlying such outstanding Jay Pharma warrants multiplied by the Exchange Ratio, with the exercise price of such converted

warrants determined by dividing the exercise price of the Jay Pharma warrant by the Exchange Ratio.

The Company warrants will

be immediately exercisable and will expire on the fifth anniversary of the original issuance date.

The exercise price and number

of shares of Company common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,

stock splits, reorganizations or similar events affecting Jay Pharma common stock and the exercise price.

at the time Alpha exercises its Company common stock warrants, a registration statement registering the issuance of the shares

of Company common stock underlying the Company common stock warrants under the Securities Act is not then available for the issuance

of such shares, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in

payment of the aggregate exercise price, Alpha may elect instead to receive upon such exercise (either in whole or in part) the

net number of shares of Company common stock determined according to a formula set forth in the Company common stock warrants.

(together with its affiliates) may not exercise any portion of the Company common stock warrant to the extent that Alpha would

own more than 9.99% of the outstanding Company common stock immediately after exercise;

provided, however, that upon notice to

the Company, Alpha may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial

ownership limitation exceed 9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days

following notice of such increase from Alpha to the Company.

the Company, at any time while the Company common stock warrant is outstanding, sells or grants any option to purchase, or sells

or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase

or other disposition) any Company common stock (or common stock equivalents), at an effective price per share less than the exercise

price then in effect, then simultaneously with the consummation (or, if earlier, the announcement) of each such dilutive issuance,

the exercise price will be reduced to equal the exercise price then in effect, subject to certain exceptions, which includes issuance

of securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors

of the Company and not for the primary purpose of raising capital.

August 12, 2020, Jay Pharma and Alpha entered into a third amendment to the Alpha Securities Purchase Agreement (the “Third Alpha

SPA Amendment”).

The Third Alpha SPA Amendment revised the references to the Original Amalgamation Agreement and amalgamation to

be references to the Tender Agreement and the Offer, as applicable, in order to account for the change in transaction structure from

an amalgamation to a stock-for-stock exchange offer.

Additionally, the Third Alpha SPA Amendment amended the termination rights under

the Alpha Securities Purchase Agreement to extend the termination date from September 30, 2020 to January 1, 2021.

noted above, in connection with conversion of the Note and the closing of the Alpha Investment, which occurred immediately prior to the

closing of the Offer, Alpha received warrants to purchase common shares of Jay Pharma.

Further, as noted above, in connection with the

Offer and pursuant to the terms of the Tender Agreement and the Alpha Exchange Agreement, these warrants were exchanged for Company warrants

to purchase pre-reverse stock split shares of Company common stock equal to the number of common shares of Jay Pharma underlying such

outstanding Jay Pharma warrants multiplied by the Exchange Ratio, with the exercise price of such converted warrants determined by dividing

the exercise price of the Jay Pharma warrant by the Exchange Ratio.

The Company warrants will be immediately exercisable and will expire

on the fifth anniversary of the original issuance date.

The exercise price and number of shares of Company common stock issuable upon

exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting

Jay Pharma common stock and the exercise price.

at the time Alpha exercises its Company common stock warrants, a registration statement registering the issuance of the shares of Company

common stock underlying the Company common stock warrants under the Securities Act is not then available for the issuance of such shares,

then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate

exercise price, Alpha may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Company

common stock determined according to a formula set forth in the Company common stock warrants.

(together with its affiliates) may not exercise any portion of the Company common stock warrant to the extent that Alpha would own more

than 9.99% of the outstanding Company common stock immediately after exercise;

provided, however, that upon notice to the Company, Alpha

may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed

9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from

Alpha to the Company.

the Company, at any time while the Company common stock warrant is outstanding, sells or grants any option to purchase, or sells or grants

any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)

any Company common stock (or common stock equivalents), at an effective price per share less than the exercise price then in effect,

then simultaneously with the consummation (or, if earlier, the announcement) of each such dilutive issuance, the exercise price will

be reduced to equal the exercise price then in effect, subject to certain exceptions, which includes issuance of securities issued pursuant

to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company and not for the primary

purpose of raising capital.

the event of a fundamental transaction, as described in the common warrants and generally including any reorganization, recapitalization

or reclassification of the Company’s common stock, the sale, transfer or other disposition of all or substantially all of

Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition

of more than 50% of the Company’s outstanding common stock, or any person or group becoming the beneficial owner of 50%

of the voting power represented by the Company’s outstanding common stock, Alpha will be entitled to receive upon exercise

of such warrants the kind and amount of securities, cash or other property that Alpha would have received had they exercised the

Company’s common stock warrants immediately prior to such fundamental transaction.

or reclassification of the Company’s common stock, the sale, transfer or other disposition of all or substantially all of Company’s

properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the

Company’s outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented

by the Company’s outstanding common stock, Alpha will be entitled to receive upon exercise of such warrants the kind and amount

of securities, cash or other property that Alpha would have received had they exercised the Company’s common stock warrants immediately

prior to such fundamental transaction.

Share Purchase Agreement

connection with the Offer, Jay Pharma entered into a series of assignment and assumption agreements with a third party, Tikkun

(“Tikkun”), pursuant to which Tikkun assigned to Jay Pharma all of Tikkun’s (i) rights to certain

skin care treatment assets and (ii) intellectual property rights to certain formulations for the development of therapeutic candidates

for the prevention, management and treatment of graft versus host disease (GVHD) in exchange for an aggregate of 10,360,007 common

shares of Jay Pharma, which were issued in October 2020.

Alpha required additional shares of the Company, at no or a nominal cost, for Alpha to consummate the Alpha Bridge Loan and the

Alpha Investment at the planned valuation, Alpha entered into an agreement with Tikkun pursuant to which, immediately following

such assignment, but prior to the Offer, Tikkun sold 7,774,463 of these common shares of Jay Pharma to Alpha for the nominal aggregate

purchase price of $10.00 (the “Alpha Nominal Shares”), leaving Tikkun with 2,585,544 common shares of Jay Pharma (the

“Tikkun Shares”).

In connection with the Offer, the Tikkun Shares were converted into the right to receive 571,987

shares shares of common stock of the Company, after giving effect to the Reverse Stock Split, and the Alpha Nominal Shares were

converted into the right to receive 1,719,906 shares of Series B Preferred Stock of the Company that are convertible into up to

1,719,906 shares of common stock of the Company, after giving effect to the Reverse Stock Split.

connection with the Offer, Jay Pharma entered into a series of assignment and assumption agreements with a third party, Tikkun Pharma,

(“Tikkun”), pursuant to which Tikkun assigned to Jay Pharma all of Tikkun’s (i) rights to certain skin care treatment

assets and (ii) intellectual property rights to certain formulations for the development of therapeutic candidates for the prevention,

management and treatment of graft versus host disease (GVHD) in exchange for an aggregate of 10,360,007 common shares of Jay Pharma,

which were issued in October 2020.

Alpha required additional shares of the Company, at no or a nominal cost, for Alpha to consummate the Alpha Bridge Loan and the Alpha

Investment at the planned valuation, Alpha entered into an agreement with Tikkun pursuant to which, immediately following such assignment,

but prior to the Offer, Tikkun sold 7,774,463 of these common shares of Jay Pharma to Alpha for the nominal aggregate purchase price

of $10.00 (the “Alpha Nominal Shares”), leaving Tikkun with 2,585,544 common shares of Jay Pharma (the “Tikkun Shares”).

In connection with the Offer, the Tikkun Shares were converted into the right to receive 571,987 shares of common stock of the Company,

after giving effect to the Reverse Stock Split and the Alpha Nominal Shares were converted into the right to receive 1,719,906 shares

of Series B Preferred Stock of the Company that are convertible into up to 1,719,906 shares of common stock of the Company after giving

effect to the Reverse Stock Split.

December Investment

On December 4, 2020,

Jay Pharma and Alpha executed a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common shares of

Jay Pharma and warrants to purchase 500,000 common shares of Jay Pharma at an exercise price of $0.30 per share for an aggregate

purchase price of $300,000 (the “Alpha December Investment”).

In connection with the Offer, such shares were exchanged

for 221,225 shares of Common Stock, and such warrants were exchanged for warrants to purchase 110,613 shares of common stock of

the Company at $1.36 per share.

December 4, 2020, Jay Pharma and Alpha executed a securities purchase agreement whereby Alpha purchased an additional 1,000,000 common

shares of Jay Pharma and warrants to purchase 500,000 common shares of Jay Pharma at an exercise price of $0.30 per share for an aggregate

purchase price of $300,000 (the “Alpha December Investment”).

In connection with the Offer, such shares were exchanged for

221,225 shares of Common Stock, and such warrants were exchanged for warrants to purchase 110,613 shares of common stock of the Company

at $1.36 per share.

Exchange Agreements

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with each

of the holders of Jay Pharma options (the “Option Exchange Agreements”).

Pursuant to the terms of the Option Exchange

Agreements, each outstanding Jay Pharma option was exchanged for Company options to purchase a number of shares of Company common

stock equal to the Exchange Ratio on substantially the same terms as those contained in the stock option plan of the Company,

and each such Jay Pharma option was cancelled.

The exercise price for each share of Company common stock underlying a Company

option was equal to the exercise price per share of Jay Pharma common stock under the Jay Pharma option in effect immediately

prior to the completion of the Offer, as adjusted to reflect the reverse stock split and Exchange Ratio and applicable currency

exchange ratio.

Jay Pharma and Ameri intended that the exchange of all Jay Pharma options for Resulting Issuer options would occur

on a rollover basis pursuant to subsection 7(1.4) of the Tax Act and that any relevant adjustments to the exercise price of the

Company options would be made to reflect this intention, and that the foregoing treatment of Jay Pharma options was fair and reasonable

in light of the circumstances of the transaction.

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with each of the

holders of Jay Pharma options (the “Option Exchange Agreements”).

Pursuant to the terms of the Option Exchange Agreements,

each outstanding Jay Pharma option was exchanged for Company options to purchase a number of shares of Company common stock equal to

the Exchange Ratio on substantially the same terms as those contained in the stock option plan of the Company, and each such Jay Pharma

option was cancelled.

The exercise price for each share of Company common stock underlying a Company option was equal to the exercise

price per share of Jay Pharma common stock under the Jay Pharma option in effect immediately prior to the completion of the Offer, as

adjusted to reflect the reverse stock split and Exchange Ratio and applicable currency exchange ratio.

Jay Pharma and Ameri intended

that the exchange of all Jay Pharma options for Resulting Issuer options would occur on a rollover basis pursuant to subsection 7(1.4)

of the Tax Act and that any relevant adjustments to the exercise price of the Company options would be made to reflect this intention,

and that the foregoing treatment of Jay Pharma options was fair and reasonable in light of the circumstances of the transaction.

Exchange Agreements

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with the

holders of Jay Pharma warrants (the “Warrant Exchange Agreements”).

Pursuant to the terms of the Warrant Exchange

Agreements, each outstanding Jay Pharma warrant was exchanged for Company warrants to purchase the number of shares of Company

common stock equal to the Exchange Ratio on substantially economically equivalent terms and each such Jay Pharma warrant shall

be cancelled.

The exercise price for each share of Company common stock underlying a Company warrant will be equal to the exercise

price per share of Jay Pharma common stock under the Jay Pharma warrant in effect immediately prior to the completion of the Offer,

as adjusted to reflect the proposed reverse stock split and Exchange Ratio and the applicable currency exchange ratio.

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into exchange agreements with the holders

of Jay Pharma warrants (the “Warrant Exchange Agreements”).

Pursuant to the terms of the Warrant Exchange Agreements, each

outstanding Jay Pharma warrant was exchanged for Company warrants to purchase the number of shares of Company common stock equal to the

Exchange Ratio on substantially economically equivalent terms and each such Jay Pharma warrant shall be cancelled.

The exercise price

for each share of Company common stock underlying a Company warrant will be equal to the exercise price per share of Jay Pharma common

stock under the Jay Pharma warrant in effect immediately prior to the completion of the Offer, as adjusted to reflect the proposed reverse

stock split and Exchange Ratio and the applicable currency exchange ratio.

Exchange Agreement

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into an exchange agreement with Alpha

(the “Alpha Exchange Agreement”

and, together with the Option Exchange Agreements and Warrant Exchange Agreements,

the “Securities Exchange Agreements”).

Pursuant to the terms of the Alpha Exchange Agreement, the Jay Note Securities

and the Alpha Investment Securities were exchanged for (i) the number of shares of Series B Preferred Stock convertible into 3,262,907

shares of Company common stock, (ii) warrants to purchase 1,290,831 shares of common stock of the Company at $4.64 per share,

and (iii) warrants to purchase up to 110,613 shares of common stock of the Company at an exercise price of $1.36 per share, in

each case, after giving effect to the reverse stock split.

The Series B Preferred Stock of the Company and the warrants to purchase

Company common stock issued to Alpha are convertible or exercisable, as applicable, subject to a 9.99% beneficial ownership blocker.

to the terms of the Tender Agreement, prior to the closing of the Offer, the Company entered into an exchange agreement with Alpha (the

“Alpha Exchange Agreement” and, together with the Option Exchange Agreements and Warrant Exchange Agreements, the “Securities

Exchange Agreements”).

Pursuant to the terms of the Alpha Exchange Agreement, the Jay Note Securities and the Alpha Investment

Securities were exchanged for (i) the number of shares of Series B Preferred Stock convertible into 3,262,907 shares of Company common

stock, (ii) warrants to purchase 1,290,831 shares of common stock of the Company at $4.64 per share, and (iii) warrants to purchase up

to 110,613 shares of common stock of the Company at an exercise price of $1.36 per share, in each case, after giving effect to the reverse

The Series B Preferred Stock of the Company and the warrants to purchase Company common stock issued to Alpha are convertible

or exercisable, as applicable, subject to a 9.99% beneficial ownership blocker.

Relationships

1 unchanged sentence

Eisenberg was both a board member and shareholder of Tikkun and a board member of Jay Pharma.

His role with both companies might

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

His role with both companies might have

created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Farkas was both a board member and shareholder of Tikkun and a board member of Jay Pharma.

His role with both companies might

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Gertner was both a board member of Tikkun and a board member of Jay Pharma.

His role with both companies might have created

a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Gertner was both a board member of Tikkun and a board member of Jay Pharma.

His role with both companies might have created a conflict

of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Stefansky was both a board member of Tikkun and a board member and an executive officer of Jay Pharma.

His role with both companies

might have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

Stefansky resigned as an executive officer and director of Jay Pharma.

Van Buiten was both an executive officer of Tikkun and an executive officer of Jay Pharma.

His role with both companies might

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

On January 8,

2020, John Van Buiten resigned from his role as an executive officer of Jay Pharma, but he continues to serve as a consultant

for Jay Pharma and since the closing of the Offer has served as an executive officer of Enveric.

order to avoid any potential conflicts of interest amongst the Jay Pharma board of directors in light of the transactions described

above, on January 7, 2020, each of Solomon Eisenberg and Barry Farkas, both of whom were board members and shareholders of Tikkun,

resigned from the Jay Pharma board.

In addition, Lorne Gertner, who also served on the board of both Jay Pharma and Tikkun, agreed

to abstain from any votes regarding the Original Amalgamation Agreement, the Side Transactions and all matters related to such

transactions.

have created a conflict of interest in connection with Jay Pharma’s strategic relationship with Tikkun.

On May 6, 2020, Mr.

resigned as an executive officer and director of Jay Pharma.

order to avoid any potential conflicts of interest amongst the Jay Pharma board of directors in light of the transactions described above,

on January 7, 2020, each of Solomon Eisenberg and Barry Farkas, both of whom were board members and shareholders of Tikkun, resigned

from the Jay Pharma board.

In addition, Lorne Gertner, who also served on the board of both Jay Pharma and Tikkun, agreed to abstain

from any votes regarding the Original Amalgamation Agreement, the Side Transactions and all matters related to such transactions.

Conforti Letter Agreement

January 6, 2020, Yaron Conforti and Jay Pharma entered into a letter agreement pursuant to which Jay Pharma agreed to pay Yaron

Conforti a sum of $83,409, which constituted amounts owed to Yaron Conforti by Jay Pharma, with such sum to be paid in the following

(a) $10,000 paid in cash upon execution of the Original Amalgamation Agreement with Ameri, (b) $5,000 to be paid in cash

upon the closing the transactions contemplated by the Original Amalgamation Agreement, and (c) the remaining $68,409 paid through

the issuance of 118,117 shares of common stock of Jay Pharma.

In exchange for the payment structured as described above, Yaron

Conforti released Jay Pharma from any claims or obligations related to the $83,409 sum.

In July 2020, Jay Pharma agreed to adjust

the the per share price of $0.8849, of the Jay Pharma common shares issued under the previous letter to $0.22.

January 6, 2020, Yaron Conforti and Jay Pharma entered into a letter agreement pursuant to which Jay Pharma agreed to pay Yaron Conforti

a sum of $83,409, which constituted amounts owed to Yaron Conforti by Jay Pharma, with such sum to be paid in the following manner:

$10,000 paid in cash upon execution of the Original Amalgamation Agreement with Ameri, (b) $5,000 to be paid in cash upon the closing

the transactions contemplated by the Original Amalgamation Agreement, and (c) the remaining $68,409 paid through the issuance of 118,117

shares of common stock of Jay Pharma.

In exchange for the payment structured as described above, Yaron Conforti released Jay Pharma from

any claims or obligations related to the $83,409 sum.

In July 2020, Jay Pharma agreed to adjust the per share price of $0.8849, of the

Jay Pharma common shares issued under the previous letter to $0.22.

Accordingly, Mr.

Conforti was awarded 193,169 additional Jay Pharma common shares pursuant to a letter agreement.

Related Party Transactions

December 31, 2020, there were no transactions or series of similar transactions, since January 1, 2020 to which Ameri has been

a participant in which the amount involved exceeded or will exceed the lesser of (a) $120,000, or (b) 1% of its average total

assets at year-end for the last two completed fiscal years, and in which any of Ameri’s director, executive officer, holder

of more than 5% of our capital stock, promotor or certain control person or any member of their immediate family had or will have

a direct or indirect material interest, except as follows.

Share Purchase Agreement

January 10, 2020, Ameri entered into Share Purchase Agreement, upon which Ameri agreed to consummate the Spin-Off, wherein all

of the issued and outstanding shares of Series A preferred stock of Ameri was redeemed for an equal number of shares of Private

Ameri Preferred Stock.

Ameri contributed, transferred and conveyed to Private Ameri all of the issued and outstanding equity interests

of the existing subsidiaries of Ameri, constituting the entire business and operations of Ameri and its subsidiaries.

“Dev”

Devanur, Ameri’s executive Chairman, was the owner of all the current issued and outstanding capital stock

of Private Ameri.

and 2020 Bonus Grants

January 9, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s

stockholders’

approval for purposes of compliance with the Nasdaq Rule 5635(c), Ameri’s board of directors awarded

an aggregate of 270,541 restricted shares of Ameri common stock as compensation in lieu of cash performance bonuses.

19, 2020, in reliance on applicable exemption from the securities laws registration requirements, and subject to the Ameri’s

stockholders’

approval for purposes of compliance with the Nasdaq Rule 5635(c) and continued service through the end of

the 2020 fiscal year, Ameri’s board of directors awarded an aggregate of up to 354,730 restricted shares of Ameri common

stock as compensation in lieu of cash performance bonuses.

Such restricted shares will not be issued if this Bonus Shares Proposal

is not approved.

restricted shares approved by Ameri’s board of directors in January 2020 represent aggregate bonus payments of $675,000

divided by a price of $2.495, which is the closing price on the day immediately preceding board approval.

The restricted shares

approved by Ameri’s board of directors in October 2020 represent aggregate bonus payments of $525,000 divided by a price

of $1.48, which is the closing price on the day immediately preceding board approval.

are currently listed on the NASDAQ Stock Market and therefore rely on the definition of independence set forth in the NASDAQ Listing

Rules (“NASDAQ Rules”).

Under the NASDAQ Rules, a director will only qualify as an “independent director”

if, in the opinion of our board, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director

concerning his background, employment, and affiliations, including family relationships, we have determined that Mr.

Schabacker and Dr.

Lind have no material relationships with us that would interfere with the exercise of independent

judgment and are “independent directors”

as that term is defined in the NASDAQ Listing Rules.

Conforti was awarded 193,169 additional Jay Pharma

common shares pursuant to a letter agreement.

Principal Accountant Fees and Services

May 2015, the Board selected Ram Associates as its independent accountant to audit the Company’s financial statements.

following is a summary of the fees billed by Ram Associates for professional services rendered for the fiscal years ended December

31, 2020 and 2019.

Ram Associates was dismissed by the Company on January 12, 2021.

Year Ended December 31,

Audit-related fees

All other fees

May 2015, the Board selected Ram Associates as its independent accountant to audit the Company’s financial statements.

The following

is a summary of the fees billed by Ram Associates for professional services rendered for the fiscal years ended December 31, 2020 and

Ram Associates was dismissed by the Company on January 12, 2021, at which point the Board selected Marcum LLP.

Marcum LLP was dismissed

on June 23, 2021.

At that time the Company appointed Friedman LLP as its independent accountant.

Ended December 31,

Audit-related

fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements.

fees consist of fees billed for professional services related to the preparation of our U.S.

federal and state income tax returns

and tax advice.

Audit–related

fees consists of fees reasonably related to the performance of the audit or review of the Company’s financial statements

that are not reported as “Audit Fees.”

federal and state income tax returns and

Audit–related

fees consist of fees reasonably related to the performance of the audit or review of the Company’s financial statements that are

not reported as “Audit Fees.”

other fees consist of fees for other miscellaneous items.

services provided by the Company’s independent auditor were approved by the Company’s audit committee.

Pre–Approval

services provided by the Company’s independent auditor were approved by the Company’s audit committee.

Policy of Services Performed by Independent Registered Public Accounting Firm

Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other

Pre–approval is generally provided for up to one year, and any pre–approval is detailed as to the particular

service or category of services and is generally subject to a specific budget.

The Audit Committee has delegated the pre–approval

authority to its chairperson when expedition of services is necessary.

The independent registered public accounting firm and management

are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered

public accounting firm in accordance with this pre–approval and the fees for the services performed to date.

Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other services.

Pre–approval is generally provided for up to one year, and any pre–approval is detailed as to the particular service or category

of services and is generally subject to a specific budget.

The Audit Committee has delegated the pre–approval authority to its

chairperson when expedition of services is necessary.

The independent registered public accounting firm and management are required to

periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting

firm in accordance with this pre–approval and the fees for the services performed to date.

Exhibits and Financial Statement Schedules.

1 unchanged sentence

Financial Statements:

Reports of Independent Registered Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’

Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Reports of Independent Registered Accounting Firm (PCAOB Firm ID :

Friedman LLP # 711 ;

Marcum LLP # 688 )

Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Changes in Shareholders’ Equity (Deficit)

Statements of Cash Flows

to Consolidated Financial Statements

Financial Statement Schedules:

1 unchanged sentence

financial statements or notes thereto.

“Index to Exhibits”

for a description of our exhibits.

Form 10–K Summary.

Not applicable.

INDEX TO EXHIBITS

“Index to Exhibits” for a description of our exhibits.

Form 10–K Summary.

Share Purchase Agreement, dated January 10, 2020, by and between AMERI Holdings, Inc.

and Ameri100, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 13, 2020)

Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated August 12, 2020, by and among AMERI Holdings, Inc., Jay Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C.

Unlimited Liability Company and Barry Kostiner, as the Ameri representative (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 12, 2020)

Amendment No.

1 To Tender Offer Support Agreement and Termination of Amalgamation Agreement, dated December 18, 2020, by and among Ameri, Jay Pharma Merger Sub, Inc., Jay Pharma Inc., 1236567 B.C.

Amalgamation Agreement, dated May 24, 2021, by and among Enveric Biosciences, Inc., 1306432 B.C.

LTD., 1306436 B.C.

LTD., and MagicMed Industries, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 24, 2021)

Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Certificate of Designations of Series B Preferred Stock of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Amended and Restated Bylaws of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Amendment to the Amended and Restated Bylaws of Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 18, 2021)

Description of Securities*

Form of Pre-Funded Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Warrant (issued in connection with January 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Warrant (issued in connection with February 2021 Registered Direct Offering) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 11, 2021)

Form of Series B Warrant *

of Series B Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form

10-K filed with the Commission on April 1, 2021)

Form of MagicMed Warrant Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2021)

Form of Common Stock Purchase Warrant(in connection with February 2022 Offering) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 15, 2022)

Secured Promissory Note, dated January 10, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

1 to Secured Promissory Note, dated May 6, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

2 to Secured Promissory Note, dated June 23, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

3 to Secured Promissory Note, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Securities Purchase Agreement, dated January 10, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

2 to Securities Purchase Agreement, dated July 2, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

3 to Securities Purchase Agreement, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.*

3 to Securities Purchase Agreement, dated August 12, 2020, by and between Alpha Capital Anstalt and Jay Pharma Inc.* (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Assignment and Assumption Agreement (Non-U.S.

GVHD Sublicense), dated January 10, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and Tikun Olam IP Ltd.*

and Tikun Olam IP Ltd.* (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

2 unchanged sentences

and Tikun Olam IP Ltd.

(incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

2 unchanged sentences

and Tikun Olam IP Ltd.

(incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Assignment and Assumption Agreement (U.S.

GVHD Sublicense and Skincare), dated January 10, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and TO Pharmaceuticals USA LLC*

and TO Pharmaceuticals USA LLC* (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

1 unchanged sentence

GVHD Sublicense and Skincare), dated August 12, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and TO Pharmaceuticals USA LLC*

and TO Pharmaceuticals USA LLC (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

1 unchanged sentence

GVHD Sublicense and Skincare), dated October 2, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc.

and TO Pharmaceuticals USA LLC*

and TO Pharmaceuticals USA LLC (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

License Agreement, dated January 10, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

1 to License Agreement, dated August 12, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.

(incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Amendment No.

2 to License Agreement, dated October 2, 2020, by and among Tikun Olam LLC, Tikun Olam Hemp LLC and Jay Pharma Inc.

10.17&dagger;

Employment Agreement, dated January 10, 2020, by and between the Company and David Johnson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

10.18&dagger;

Employment Agreement, dated December 2, 2020, by and between the Company and Avani Kanubaddi (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

10.19&dagger;

Employment Agreement, dated December 22, 2020, by and between the Company and Robert Wilkins (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Consulting Agreement, dated December 29, 2020, by and between the Company and Barry Kostiner (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

(incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Commission on April 1, 2021)

Enveric Biosciences, Inc.

2020 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Form of RSU Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Form of Securities Purchase Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Registration Rights Agreement, dated January 11, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Letter Agreement, dated January 11, 2021, by and between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 12, 2021)

Form of Securities Purchase Agreement, dated February 9, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 11, 2021)

Form of Registration Rights Agreement, dated February 9, 2021, by and among the Company and the purchasers thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on February 11, 2021)

2020 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Form of RSU Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on January 6, 2021)

Development and Clinical Supply Agreement, between the Company and PureForm Global, Inc., dated February 22, 2021 (incorporated by reference to Exhibit 10.5 the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 17, 2021)

Exclusive License Agreement, between the Company and Diverse Biotech, Inc., dated March 5, 2021 (incorporated by reference to Exhibit 10.6 the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 17, 2021)

Employment Agreement between Carter J.

Ward and the Company, effective May 15, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 12, 2021)

Form of Voting and Support Agreement, dated as of May 24, 2021, by and among Enveric Biosciences, Inc.

and certain shareholders of MagicMed Industries Inc.

named therein (incorporated by reference to Annex B-1 to the Company’s Proxy Statement/Prospectus, filed with the Commission on August 6, 2021)

Form of Voting Agreement, dated as of May 24, 2021, by and among MagicMed Industries Inc.

and certain shareholders of Enveric Biosciences, Inc.

named therein (incorporated by reference to Annex B-2 to the Company’s Proxy Statement/Prospectus, filed with the Commission on August 6, 2021)

Form of Lock-Up Agreement, dated as of May 24, 2021, by and among Enveric Biosciences, Inc.

and certain shareholders of MagicMed Industries Inc.

named therein (incorporated by reference to Annex C-1 to the Company’s Proxy Statement/Prospectus, filed with the Commission on August 6, 2021)

Form of Lock-Up/Leak-Out Agreement, dated as of May 24, 2021, by and among Enveric Biosciences, Inc.

and certain shareholders of MagicMed Industries Inc.

named therein (incorporated by reference to Annex C-2 to the Company’s Proxy Statement/Prospectus, filed with the Commission on August 3, 2021)

Employment Agreement between Joseph Tucker and Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021)

Employment Agreement between Peter Facchini and Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021)

Employment Agreement between Jillian Hagel and Enveric Biosciences, Inc.

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021)

MagicMed Stock Option Plan, as amended September 10, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2021)

Letter dated January 6, 2021 from Ram Associates, CPA to the Securities and Exchange Commission.

(incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2021)

Letter of Marcum LLP to the Securities and Exchange Commission, dated June 29, 2021.

(incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2021)

Subsidiaries*

Consent of independent registered public accountant.*

Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer*

Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer*

Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer, Principal Financial and Accounting Officer*

Instance Document*

Taxonomy Extension Schema*

Taxonomy Extension Calculation Linkbase Document*

Taxonomy Extension Definition Linkbase Document*

Taxonomy Extension Labels Linkbase Document*

Taxonomy Extension Presentation Linkbase Document*

Consent of independent registered

public accountant – Friedman LLP.*

Consent of independent registered public accountant – Marcum LLP.*

Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer*

Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer*

Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer, Principal Financial and Accounting Officer*

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Labels Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

management contract.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

BIOSCIENCES, INC

David Johnson

and Chief Executive Officer (Principal Executive Officer)

to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ David Johnson

Chief Executive Officer and Chairman

David Johnson

(Principal Executive Officer)

/s/ John Van Buiten

Chief Financial Officer

John Van Buiten

(Principal Financial and Accounting Officer)

/s/ George Kegler

George Kegler

/s/ Sol Mayer

/s/ Marcus Schabacker

Marcus Schabacker

/s/ Douglas Lind

BIOSCIENCES, INC.

AND SUBSIDIARY

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Report of Independent Registered Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Statements of Changes in Shareholders’

Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED ACCOUNTING FIRM

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Enveric Biosciences, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Enveric Biosciences, Inc.

(the Company) as of December 31, 2021, and the

related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations

and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Audit Matter Description

discussed in Notes 2 and 3 to the financial statements, the Company completed the acquisition

of MagicMed Industries, Inc.

for a purchase price of $39 million on September 16, 2021.

Company accounted for the transaction under the acquisition method of accounting for business

combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities

assumed based on their respective fair values and the excess purchase price over the fair

value of net assets acquired was recorded as goodwill.

Intangible assets acquired primarily

related to patents and in process research and development (“IPR&D”).

estimated the fair value of the intangible assets using the discounted cash flow model valuation

determination of fair value requires significant judgement by management and third party valuation specialists to develop significant

estimates and assumptions used in cash flow models.

Auditing management’s judgements used in the discounted cash flow model

including the forecasts of revenue and operating expense growth rates, royalty rates and discount rates involved especially challenging

auditor judgement due to the nature and extent of audit effort required.

These significant assumptions are forward looking and could

be affected by future economic and market conditions.

We Addressed the Matter in Our Audit

test the valuation and accounting of the acquisition, our audit procedures included, among others, read the amalgamation agreement

and assessed the reasonableness and appropriateness of managements discounted cash flow models by comparing the projections to certain

industry data.

With the assistance of our fair value specialists we evaluated the reasonableness of the valuation methodology and

discount rate by testing the source information underlying the determination for the discount rate and tested the mathematical accuracy

of the calculation and developed a range of independent estimates and compared those to the discount rate selected by management.

of Long Lived Assets

Audit Matter Description

discussed in Notes 2 and 4 to the financial statements, the Company reviews goodwill on an

annual basis for impairment, or when circumstances indicate the assets might be impaired.

Additionally, the Company reviews long lived assets for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset or asset group may not be

Due to a sustained decline in the Company’s market capitalization, the

Company performed an impairment analysis and determined that an impairment of goodwill and

long lived assets existed at December 31, 2021.

the Company’s accounting for impairment of goodwill and long lived assets required a

high degree of subjective auditor judgment in evaluating the estimated discounted future cash flows used to test reporting units

for recoverability and the determination of fair value of the relevant assets.

The required high degree of auditor judgement and

increased extent of effort, including the need to involve fair value specialists, was required when performing audit procedures to

evaluate the reasonableness of management’s assumptions related to impairment of goodwill and long lived assets.

We Addressed the Matter in Our Audit

obtained an understanding and evaluated the procedures over management’s impairment review process.

We evaluated the impact

of changes in management’s forecasts from the September 16, 2021 initial measurement date to December 31, 2021.

With the assistance

of our fair value specialists we evaluated the reasonableness of the valuation methodology and discount rate by testing the source

information underlying the determination for the discount rate and tested the mathematical accuracy of the calculation and developed

a range of independent estimates and compared those to the discount rate selected by management.

have served as the Company’s auditor since 2021.

Hanover, New Jersey

Third Avenue 11 th Floor

York, NY 10017

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

2 unchanged sentences

on the Financial Statements

have audited the accompanying consolidated balance sheets of Enveric Biosciences, Inc.

and Subsidiary (the

“Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss,

changes in stockholders’

equity (deficit) and cash flows for each of the two years in the period ended December 31, 2020, and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of

its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting

principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

have audited the accompanying consolidated balance sheet of Enveric Biosciences, Inc.

and Subsidiary (the “Company”) as of

December 31, 2020, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit)

and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles

generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

20 unchanged sentences

as to whether the valuation of the technology is more indicative of the fair value of the assets acquired in comparison to the consideration

to the significance of the intangible assets to the Company’s financial statements and the inherent judgment necessary to estimate

the valuation of the common stock, we determined that the fair value of common stock used in the purchase of intangible assets was a

4 unchanged sentences

These procedures included, but were not limited to, the following:

evaluated management’s process for the selection of the valuation methodology and the methods and significant assumptions used

by management;

4 unchanged sentences

from changes in the significant assumptions.

have served as the Company’s auditor since 2018.

BIOSCIENCES, INC.

AND SUBSIDIARY

have served as the Company’s auditor since 2018.

BIOSCIENCES, INC AND SUBSIDIARIES

BALANCE SHEETS

As of December 31,

of December 31,

expenses and other current assets

current assets

Prepaid expenses and other current assets

Total current assets

Intangible assets

Liabilities and Shareholders’

Equity (Deficit)

and equipment, net

of use operating lease asset

Liabilities and Shareholders’

portion of right-of-use operating lease obligation

current liabilities

Accounts payable and accrued liabilities

Advance from related party

Notes payable

Convertible notes payable

Total liabilities

Commitments and Contingencies (Note 6)

Shareholders’

Equity (Deficit)

Preferred Stock, $0.01 par value, 20,000,000 shares authorized, 3,275,407 and 262,500 shares

issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

Common stock, $0.01 par value, 100,000,000 shares authorized, 10,095,109 and 5,311,414 shares

issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

Additional paid-in capital

Accumulated deficit

portion of right-of-use operating lease obligation

tax liability

non-current liabilities

Commitments and Contingencies

Shareholders’ Equity

stock, $ 0.01 par value, 20,000,000 shares authorized;

Series B preferred stock,

value, 3,600,000 shares

authorized, — and 3,275,407 shares

issued and outstanding as of December 31, 2021 and 2020, respectively

stock, $ 0.01 par

value, 100,000,000 shares

authorized, 32,578,475 and

10,095,109 shares

issued and outstanding as of December 31, 2021 and 2020, respectively

paid-in capital

( 60,736,453 )

Accumulated other comprehensive loss

Total shareholders’

equity (deficit)

Total liabilities and shareholders’

equity (deficit)

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended December 31,

General and administrative expenses

Research and development

Loss from operations

Other expense

Extinguishment of note payable

Interest expense

Inducement expense

Total other expense

( 11,759,557 )

other comprehensive loss

Foreign exchange loss

Comprehensive loss

shareholders’ equity

liabilities and shareholders’ equity

BIOSCIENCES, INC AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

the years ended December 31,

and development costs

and administrative expenses

of intangible assets and goodwill

and amortization

operating expenses

from operations

( 64,623,420 )

( 5,617,317 )

Net loss per share - basic and diluted

Weighted average shares outstanding, basic and diluted

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

THE YEARS ENDED DECMEBER 31, 2020 AND 2019

income (expense)

in fair value of warrant liabilities

( 1,125,291 )

other income (expense)

( 1,247,359 )

Net loss before

( 56,431,701 )

( 6,864,676 )

loss after income tax benefit

( 48,976,896 )

( 6,864,676 )

comprehensive gain (loss)

currency translation gain (loss)

Comprehensive

$ ( 48,826,421 )

$ ( 7,034,331 )

loss per share – basic and diluted

average shares outstanding, basic and diluted

BIOSCIENCES, INC AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

B Preferred Stock

2 unchanged sentences

$ ( 4,894,881 )

Common stock issued

Warrants issued in conjunction

with notes payable

Shares issued in connection

with note extension

Stock based compensation

- stock options

Foreign exchange loss

$ ( 1,811,601 )

2020 private placement

of Tikkun Pharma IP

financing and conversion of Alpha Note, including Palladium shares

of warrants for common shares

of related party advance and notes payable

stock issued for accounts payable

issued in conjunction with notes payable

conversion feature issued with note payable

stock issued in conjunction with note payable modification

of Series B preferred stock to common stock

with Ameri Holdings, Inc

currency translation loss

( 6,864,676 )

as of December 31, 2020

1 unchanged sentence

$ ( 181,277 )

as of January 1, 2020

2021 registered direct offering

Consideration

paid pursuant to amalgamation agreement

options exercise

conversion of warrants and options to Common Stock

stock issued in lieu of cash for services

stock issued pursuant to exercise of warrant put rights

of Series B preferred shares

( 3,275,407 )

( 48,976,896 )

September 2020 private

December 2020 private

Acquisition of Tikkun

Alpha financing and

conversion of Alpha Note, including Palladium shares

Exchange of warrants

for common shares

Conversion of related

party advance and notes payable

Common stock issued

for accounts payable

Warrants issued in conjunction

with notes payable

Beneficial conversion

feature issued with note payable

Common stock issued

in conjunction with note payable modification

Stock option expense

Conversion of Series

B preferred stock to common stock

Merger with Ameri Holdings,

Foreign exchange loss

( 48,976,896 )

currency translation gain

as of December 31, 2021

$ ( 60,736,453 )

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

Cash Flows From Operating Activities:

BIOSCIENCES, INC AND SUBSIDIARIES

STATEMENTS OF CASH FLOW

the years ended December 31,

flows from operating activities:

$ ( 48,976,896 )

$ ( 6,864,676 )

Adjustments to reconcile net loss to cash used in operating activities:

Extinguishment of note payable

Accrued interest

Amortization of debt discount

Stock-based compensation

Inducement expense

Amortization of intangible assets

Change in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Net cash used in operating activities

Cash Flows From Investing Activities:

Purchase of Tikkun Pharma license agreement

Net cash used in investing activities

Cash Flows From Financing Activities:

Proceeds from convertible notes payable

Proceeds from note payable, net of offering costs

Advances from related party

Offering and Reverse Merger proceeds

September 2020 private placement

December 2020 private placement

Repayment of note payable

Net cash provided by financing activities

Effect of foreign exchange rate on cash

Net increase (decrease) in cash

Cash - beginning of period

Cash - end of period

Supplemental non-cash financing activities:

Beneficial conversion feature issued with note payable

Warrants issued in conjunction with notes payable

Common stock issued for accounts payable

Common stock issued in conjunction with note payable modification

Notes payable issued to consultant for prepaid services

Conversion of related party advances and notes payable into common stock

Common stock issued for skincare license

accompanying notes are in integral part of these consolidated financial statements

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

to reconcile net loss to cash used in operating activities

in fair value of warrant liability

( 9,327,326 )

issued in lieu of cash for services

of debt discount

of right-of-use operating lease asset

of intangible assets and goodwill

of intangible assets

income tax benefit

in operating assets and liabilities:

expenses and other current assets

payable, and accrued liabilities

Right-of-use operating

lease liability

cash used in operating activities

( 11,457,671 )

( 3,888,785 )

flows from investing activities:

of license agreements

accretive acquisition of MagicMed

cash (used in) provided by investing activities

flows from financing activities:

from convertible notes payable

from note payable, net of offering costs

and reverse merger proceeds

from sales of common stock and warrants, net

from exercise of cash warrants

of note payable

cash provided by financing activities

of foreign exchange rate on cash

increase in cash

– beginning of the year

– end of the year

Supplemental disclosure of non-cash transactions:

Right-of-use assets obtained in exchange for lease

non-cash financing activities:

of Common Stock pursuant to MagicMed amalgamation

tax liability incurred due to MagicMed amalgamation

of preferred stock to common stock

value of warrants issued

conversion feature issued with note payable

issued in conjunction with notes payable

stock issued for accounts payable

stock issued in conjunction with note payable modification

of related party advances and notes payable into common stock

stock issued for skincare license

Supplemental cash financing activities:

paid for interest

AND LIQUIDITY AND OTHER UNCERTAINTIES

of operations

Biosciences, Inc.

(“Enveric Biosciences, Inc.”, “Enveric”

or the “Company”)

(formerly known as Ameri Holdings, Inc.) (“Ameri”) is a pharmaceutical company developing innovative, evidence-based

cannabinoid medicines.

The head office of the Company is located in Naples, Florida.

January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020), (the “Amalgamation Agreement”)

with Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly owned subsidiary of the Company (“Merger

Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma ExchangeCo.,

a company organized under the laws of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”),

and Barry Kostiner, as the Company Representative, which provided that, among other things, Merger Sub and Jay Pharma would be

amalgamated and would continue as one corporation (“Amalco”), with Amalco continuing as a direct wholly owned subsidiary

of ExchangeCo and an indirect wholly owned subsidiary of Ameri, on the terms and conditions set forth in the Amalgamation Agreement.

On August 12, 2020, the Company, Jay Pharma and certain other signatories thereto entered into a tender agreement (the “Tender

Agreement”), which provided that, among other things, Ameri would make a tender offer (the “Offer”) to purchase

all of the outstanding common shares of Jay Pharma for the number of shares of Enveric common stock equal to the exchange ratio

set forth in the Tender Agreement, and Jay Pharma would become a wholly-owned subsidiary of Ameri, on the terms and conditions

set forth in the Tender Agreement.

The Tender Agreement terminated and replaced in its entirety the Amalgamation Agreement.

December 30, 2020, the Company, Jay Pharma, Merger Sub, and ExchangeCo consummated the Tender Agreement and Jay Pharma became

a wholly owned subsidiary of the Company.

The transaction was treated as a reverse acquisition and recapitalization and accordingly,

the historical financial statements prior to the date of the Business Combination in these consolidated financial statements are

those of Jay Pharma.

The transaction is further described in Note 7.

December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China.

Since then, COVID-19 has

spread to multiple countries, including the United States.

As the COVID-19 continues to spread in the United States, the Company

may experience disruptions that could severely impact the Company.

The global outbreak of COVID-19 continues to rapidly evolve.

The extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain

and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak,

travel restrictions and social distancing in the United States and other countries, business closures or business disruptions

and the effectiveness of actions taken in the United States to contain and treat the disease.

The Company is in process of monitoring

COVID-19’s potential impact on the Company’s operations.

Company has incurred continuing losses from its operations and as of December 31, 2020, had an accumulated deficit of $11,759,557

and working capital of $1,597,920.

Since inception, the Company’s operations have been funded principally through the issuance

of debt and equity.

January 14, 2021, the Company completed a registered direct offering of 2,221,458 shares of common stock at approximately $4.50

per share for gross proceeds of approximately $10,000,000.

On February 11, 2021, the Company completed a registered direct offering

of 3,007,026 shares of common stock for gross proceeds of approximately $12.8 million.

As of March 30, 2021, the Company

had cash on hand of approximately $22.9 million.

Company believes that, as a result of these transactions, it currently has sufficient cash and financing commitments to meet its

funding requirements.

Accordingly, management has since reevaluated the Company’s liquidity and financial condition and

determined that sufficient capital exists to sustain operations through one year from the issuance of these financial statements

and therefore substantial doubt has been alleviated.

Notwithstanding, the Company expects that it will need to raise additional

financing to accomplish its development plan over the next several years.

The Company will require additional funding through

debt or equity financing in the future.

If the Company is unable to obtain sufficient amounts of additional capital, it may be

required to reduce the scope of its planned development, which could impact its financial condition and operating results.

BIOSCIENCES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

(“Enveric Biosciences, Inc.” “Enveric” or the “Company”) (formerly known as Ameri

Holdings, Inc.) (“Ameri”) is a pharmaceutical company developing innovative, evidence-based cannabinoid medicines.

office of the Company is located in Naples, Florida.

January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020), (the “Jay Pharma Amalgamation

Agreement”) with Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly owned subsidiary of the

Company (“Merger Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma

ExchangeCo., Inc.

a company organized under the laws of British Columbia and a wholly owned subsidiary of the Company (“ExchangeCo”),

and Barry Kostiner, as the Company Representative, which provided that, among other things, Merger Sub and Jay Pharma would be amalgamated

and would continue as one corporation (“Amalco”), with Amalco continuing as a direct wholly owned subsidiary of ExchangeCo

and an indirect wholly owned subsidiary of Ameri, on the terms and conditions set forth in the Jay Pharma Amalgamation Agreement.

August 12, 2020, the Company, Jay Pharma and certain other signatories thereto entered into a tender agreement (the “Tender Agreement”),

which provided that, among other things, Ameri would make a tender offer (the “Offer”) to purchase all of the outstanding

common shares of Jay Pharma for the number of shares of Enveric common stock equal to the exchange ratio set forth in the Tender Agreement,

and Jay Pharma would become a wholly-owned subsidiary of Ameri, on the terms and conditions set forth in the Tender Agreement.

Agreement terminated and replaced in its entirety the Jay Pharma Amalgamation Agreement.

On December 30, 2020, the Company, Jay Pharma,

Merger Sub, and ExchangeCo completed the Offer and Jay Pharma became a wholly owned subsidiary of the Company.

The transaction was treated

as a reverse acquisition and recapitalization and accordingly, the historical financial statements prior to the date of the business

combination in these consolidated financial statements are those of Jay Pharma.