0001079974-16-001197 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2016 • AMERI Holdings, Inc. • Semiconductors & related devices • Delaware

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") dated as of May 12, 2016, between AMERI Holdings, Inc., a Delaware corporation (the "Company"), and Lone Star Value Investors, LP (the "Purchaser").

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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 16th, 2016 • AMERI Holdings, Inc. • Semiconductors & related devices • New York

THIS CERTIFIES that, for value received, Lone Star Value Investors, LP (the "Purchaser" or "Holder") is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. (Eastern Time) on May 12, 2021 (the "Termination Date"), but not thereafter, to subscribe for and purchase from AMERI Holdings, Inc., a Delaware corporation (the "Company"), up to 1,000,000 shares of Common Stock (the "Warrant Shares") at an exercise price equal to $6.00 per share (as adjusted from time to time pursuant to the terms hereof, the "Exercise Price"). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

AMENDMENT NO. 1 TO THE 5% CONVERTIBLE UNSECURED PROMISSORY NOTE DUE MAY 26, 2017 OF AMERI HOLDINGS, INC.
5% Convertible Unsecured Promissory Note • May 16th, 2016 • AMERI Holdings, Inc. • Semiconductors & related devices

THIS AMENDMENT NO. 1 to the 5% CONVERTIBLE UNSECURED PROMISSORY NOTE DUE MAY 26, 2017 OF AMERI HOLDINGS, INC., dated as of May 12, 2016, is made by and between Ameri Holdings, Inc., a Delaware corporation (the "Company"), and Lone Star Value Investors, LP, a Delaware limited partnership (the "Holder").

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