Jay Pharma 2020 Shareholder Letter

February 24, 2020

Dear Jay Pharma Stakeholders:

This is an exciting time for Jay Pharma, and I wanted to provide you, our shareholders, with a lens into the progress that the company has made and is making.

Jay Pharma is an evidence-based pharmaceutical company, dedicated to developing innovative cannabinoid-based products and combination therapies to improve the quality of life for those living with serious and chronic conditions, initially focusing on oncology care.

Dave Johnson, Chairman and CEO elect of Jay Pharma

My name is Dave Johnson and I have agreed to be the Chairman and CEO elect of Jay Pharma. I have been leading companies in the Life Sciences space for 35 years, and the chance to join this team of dedicated professionals to live out our mission statement was an opportunity that I was truly energized around. I strongly believe in the investment Hypothesis, and now it is time to bring in a world class leadership team that can execute on our plan.

With that in mind, it is my belief that our ability to attract a World Class Leadership Team, together with a World Class Board and Advisory Team are critical to our company’s success and I am pleased to report that we have started to make some significant progress already. Our Scientific Advisory Board is truly a world class group of Medical Professionals, representing four countries and some of the leading Cancer Centers in the World. While you can see all of our team on the investor presentation that we have available on our corporate website, I wanted to point out the two Co-Chairs of this esteemed group: Dr. Michael Zelefsky from Memorial Sloan Kettering in New York City. Dr. Zelefsky is a Radiation Oncologist and the chief of Brachytherapy Service at Memorial Sloan Kettering. Joining Dr. Zelefsky as a Co- Chair is Dr. Angus Dalgleish, a practicing oncologist and Professor of Medical Oncology at St. George’s University in London. The entire team will continue to help us in our efforts to develop products and therapies steeped in evidence-based medicine.

We have also made two major steps towards augmenting our Board of Directors with some tremendous talent. First, is the announcement of Jim Woolsey who will join our board upon the completion of our Merger with Ameri Holdings. Jim was the former Director of the CIA and has been actively involved in working with our government officials in Washington to advance progressive policies for Hemp Based CBD solutions. His vast experience should be a benefit to the company. Second, is the announcement of George Kegler, the ex. CFO of Mallinckrodt plc, and Convatec. George has a vast experience in the Pharmaceutical and Medical Device Sectors and will act as our audit chair upon closing this transaction.

Finally, around our leadership team, we are happy to announce that Sarah Dakar has joined the team as our VP of Product Development. Sarah’s background around formulating novel products in the skin care arena should enhance our efforts moving forward. In addition, Dr. Robert Wilkins has agreed to join us heading up our Clinical Affairs team. Bob has over 35 years of experience in leading studies in the life sciences sector for Big and small companies alike. His background leads to immediate credibility when we collaborate with these key centers.

Jay Pharma plans continue to build upon its strong intellectual property position as one of its key value drivers. One of the key licenses that we plan to leverage in the short and medium term is the licensing agreement we have signed with Tikun Olam. Tikun is a world-renowned company who brings with it, a database of over 20,000 patient records, 2,700 of those in oncology treatments with cannabinoid therapies. In addition, we have the rights to their flagship genetic strain of called Avidekel. Our plans include an opportunity to replicate this strain using hemp and synthetic based Cannabinoid therapies are expected to have fewer regulatory challenges than other canabinoids. We believe this Database and Genetic strain will be a key value driver to the company.

Our Clinical pipeline is progressing rapidly. Short term plans will be centered around: a) A Glioblastoma Study initiative in Israel for a Phase 1 trial led by Dr. Tali Siegal, also a member of our Scientific Advisory board. We expect to start this study in the second half of 2020. This Study will be based on a synthetic strain of CBD, together with the current Standard of Care in the GBM drug regime; and b) Two Pilot studies centered around Radiodermatitis and Chemo Induced Neuropathy in leading centers of Excellence. It is too early to provide all of the details, but we believe in both cases, these studies will start in the second half of 2020. The great news about these pilot studies in palliative care settings is that we believe that we can do these studies for a fraction of what a major study would cost; expect to have results in a relatively short period of time, and be able to start leveraging the data in product launches quite quickly. Our strength is expected to be formulating a product with an efficacious delivery system, that is well tested prior to the study. We believe that we are well positioned in this area. Longer term, we plan to continue to move forward in Major Oncology indications, but will look at the potential of expanding in two areas: a) If as an example we have a product which performs well in Chemo Induced Neuropathy, we would look at exploring this opportunity in say Diabetic induced Neuropathy; and b) While we plan to focus on Cannabinoids in phase 1 of this story, we will always explore other solutions which could benefit patients. One example could be to explore Psilocybin for Anxiety with patients in Oncology with strong evidence-based results. However, first, is to focus on our core business and execute with excellence.

As you can see, we have made tremendous progress at Jay Pharma in these past several months. As previously disclosed, we announced a Merger with a Company called Ameri Holdings. Upon the closing of this transaction, which remains subject to Ameri Holdings shareholder approval, approval of the Nasdaq Stock Market and other customary closing conditions, Jay Pharma is expected to trade on the Nasdaq Stock Market.

My optimism for the future is inspired by the inroads being made towards the increasing possibilities for better healthcare globally. Most importantly, if successful, we will have the privilege of touching lives every day with our over-the-counter evidence-based, safe palliative and wellness products to address the side effects of cancer and its treatments. And we never forget our responsibility to our shareholders who support our mission.

We hope this note adds insight and value to all of you. I would encourage you to check out our website (https://jaypharma.co/) to see any further news items as well as our most recent investor presentation. The presentation is available at: https://jaypharma.co/deck/

Thanks for your continued interest. I am truly excited about our future.

Forward-Looking Statements

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Jay Pharma’s or Ameri Holding’s actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and none of Jay Pharma, Ameri Holdings nor their affiliates assumes any duty to update forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “may,” “plan,” “will,” “would” and other similar expressions are intended to identify these forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) changes in Amer Holdings’s stock price before closing, including as a result of broader stock market movements, and the performance of financial companies and peer group companies; and (iii) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Jay Pharma operates. For more information, see the risk factors described in Ameri Holdings’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”), along with a registration statement on Form S-4 that Ameri Holdings plans to file with the SEC.

Additional Information

In connection with the proposed transaction, Ameri Holdings expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Ameri Holdings and Jay Pharma that also constitutes a prospectus of Amer Holdings, and the final joint proxy statement/prospectus will be mailed to shareholders of Jay Pharma and Ameri Holdings. Ameri Holdings and Jay Pharma also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Ameri Holdings and Jay Pharma with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Ameri Holdings with the SEC will be available free of charge on Amer Holdings’s website at www.ameri1000.com or by contacting Ameri Holdings Investor Relations at IR@ameri100.com. Copies of the documents filed by Jay Pharma with the SEC will be available free of charge on Jay Pharma’s website at https://jaypharma.co or by contacting Jay Pharma Investor Relations at info@jaypharma.co.

Participants in the Solicitation

Ameri Holdings and Jay Pharma and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Ameri Holdings or Jay Pharma using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended