Exhibit 10.3


 








REGISTRATION RIGHTS AGREEMENT


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) dated as of March , 2017, between Ameri Holdings, Inc., a Delaware
corporation (the “Company”), and [NAME] (the “Purchaser”).


W I T N E S S E T H:


WHEREAS,
the Company and the Purchaser have entered into a Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)
pursuant to which, among other things, the Company has on or about the date hereof issued an 8% Convertible Unsecured Promissory
Note due March , 2020 (the “Note”), which is convertible into shares (the “Conversion Shares”)
of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), subject to the terms and conditions
set forth therein;


NOW, THEREFORE,
in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in the Purchase Agreement
and this Agreement, the Company and the Purchaser agree as follows:


1.           Certain
Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Purchase
Agreement or the Note. As used in this Agreement, the following terms shall have the following respective meanings:


“Closing”
and “Closing Date” shall have the meanings ascribed to such terms in the Purchase Agreement.


“Commission”
or “SEC” shall mean the U.S. Securities and Exchange Commission or any other federal agency at the time administering
the Securities Act.


“Holder”
and “Holders” shall include the Purchaser and any permitted transferee or transferees of Registrable Securities
(as defined below) and/or the Note which have not been sold to the public to whom the registration rights conferred by this Agreement
have been transferred in compliance with this Agreement and the Purchase Agreement; provided that neither such person nor any affiliate
of such person is registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended, or a
member of the Financial Industry Regulatory Authority.


The terms “register,”
“registered” and “registration” shall refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration
or ordering of the effectiveness of such registration statement.


“Registrable
Securities” shall mean: (i) the Conversion Shares or other securities issued or issuable to each Holder or its permitted
transferee or designee (a) upon the conversion of the Note, or (b) upon any distribution with respect to, any exchange for or any
replacement of such Note, or (c) upon any conversion, exercise or exchange of any securities issued in connection with any such
distribution, exchange or replacement; (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization
or similar event with respect to the foregoing; and (iii) any other security issued as a dividend or other distribution with respect
to, in exchange, for or in replacement of the securities referred to in the preceding clauses; provided that all such shares shall
cease to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under
the Securities Act or otherwise or at such time as they are eligible to be sold without the need for current public information
or other restriction by the Purchaser pursuant to Rule 144.



    	 	 	 



     


    




“Registration
Expenses” shall mean all expenses to be incurred by the Company in connection with each Holder’s registration rights
under this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements
of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).


“Registration
Statement” shall mean the Piggyback Registration Statement described in Section 2(a) herein.


“Regulation
D” shall mean Regulation D as promulgated pursuant to the Securities Act, and as subsequently amended.


“Securities
Act” shall mean the Securities Act of 1933, as amended.


“Selling
Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities
and all fees and disbursements of counsel for the Holder not included within “Registration Expenses”.


2.           Piggyback
Registration Requirements. The Company shall use its commercially reasonable efforts to effect the piggyback registration of
the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued
under the Securities Act) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner
(including manner of sale) and in all states reasonably requested by the Holder in accordance with the following:



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(a)     If
at any time after the Closing Date the Company proposes to register the offer and sale of any shares of its Common Stock under
the Securities Act (other than a registration (A) in connection with an uplisting of the Company’s Common Stock to a national
stock exchange, (B) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or
sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (C)
pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the
Securities Act or any successor rule thereto), or (D) in connection with any dividend or distribution reinvestment or similar
plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration
Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of securities
of the Company, the Company shall give prompt written notice (in any event no later than 15 days prior to the filing of such registration
statement) to the holder of the Registrable Securities of its intention to effect such a registration and, shall include in such
Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion
from the holders of Registrable Securities within 10 days after the Company’s notice has been given to each such holder.
The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statement at any time in its
sole discretion. Each holder of Registrable Securities shall furnish to the Company or the underwriter(s) (if any) in respect
of the offering pursuant to the subject Registration Statement, as applicable, such information regarding the Holder and the distribution
proposed by it as the Company may reasonably request in connection with any registration or offering referred to in this Section.
Each holder of Registrable Securities shall cooperate as reasonably requested by the Company in connection with the preparation
of the Registration Statement with respect to such registration, and for so long as the Company is obligated to file and keep
effective such Registration Statement, shall provide to the Company, in writing, for use in the Registration Statement, all such
information regarding the holder of Registrable Securities of and its plan of distribution of shares of Common Stock included
in such Registration Statement as may be reasonably necessary to enable the Company to prepare such Registration Statement, to
maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection
therewith. Notwithstanding anything to the contrary in this Section, if a piggyback registration is initiated as a primary underwritten
offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if
any holders of Registrable Securities have elected to include Registrable Securities in such piggyback registration) in writing
that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration
or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten
offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of
Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to
be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that
the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable
Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such
holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein
by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may
agree.


(b)     The
Company’s commercially reasonable efforts to effect the piggyback registration of the Registrable Securities shall include,
without limitation, the following:


          (i)       Cause
such Registration Statement and other filings to be declared effective as soon as commercially reasonably possible.


          (ii)       Prepare
and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with
such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all
securities covered by such Registration Statement and notify the Holders of the filing and effectiveness of such Registration Statement
and any amendments or supplements.



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          (iii)       Furnish
to each Holder that has Registrable Securities included in the Registration Statement such numbers of copies of a current prospectus
conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any
documents incorporated by reference therein and such other documents as such Holder may reasonably require in order to facilitate
the disposition of Registrable Securities owned by such Holder.


          (iv)       Register
and qualify the securities covered by such Registration Statement under the securities or “Blue Sky” laws of all domestic
jurisdictions; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such states or jurisdictions.


          (v)       Notify
promptly each Holder that has Registrable Securities included in the Registration Statement of the happening of any event (but
not the substance or details of any such event) of which the Company has knowledge as a result of which the prospectus (including
any supplements thereto or thereof) included in such Registration Statement, as then in effect, includes an untrue statement of
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing (each an “Event”), and use its best efforts to promptly update and/or
correct such prospectus. Each Holder will hold in confidence and will not make any disclosure of any such Event and any related
information disclosed by the Company.


          (vi)       Notify
each Holder of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness
of the Registration Statement or the threat or initiation of any proceedings for that purpose. The Company shall use its best efforts
to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible
time.


          (vii)       List
the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common
Stock is then listed and prepare and file any required filings with the Nasdaq Stock Market or any other exchange or market where
the shares of Common Stock are traded.


          (viii)      Take
all steps reasonably necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153
(or successor thereto) under the Act.


(c)     Notwithstanding
the obligations under Section 2(b)(v) or any provision of this Agreement, if (i) in the good faith judgment of the Company, following
consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities
to be made pursuant to the Registration Statement due to the existence of a material development or potential material development
involving the Company that the Company would be obligated to disclose in the Registration Statement, which disclosure would be
premature or otherwise inadvisable at such time or would have a material adverse effect upon the Company and its stockholders,
or (ii) in the good faith judgment of the Company, it would adversely affect or require premature disclosure of the filing of a
Company-initiated registration of any class of its equity securities, then the Company will have the right to suspend the use of
the Registration Statement for a period of not more than 90 consecutive calendar days, but only if the Company reasonably concludes,
after consultation with outside legal counsel, that the failure to suspend the use of the Registration Statement as such would
create a risk of a material liability or violation under applicable securities laws or regulations.



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(d)     During
the registration period, the Company will make available, upon reasonable advance notice during normal business hours, for inspection
by any Holder whose Registrable Securities are being sold pursuant to a Registration Statement, all pertinent financial and other
records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as reasonably
necessary to enable each such Holder to exercise its due diligence responsibility in connection with or related to the contemplated
offering. The Company will cause its officers, directors and employees to supply all information that any Holder may reasonably
request for purposes of performing such due diligence.


(e)     Each
Holder will hold in confidence, use only in connection with the contemplated offering and not make any disclosure of all Records
and other information that the Company determines in good faith to be confidential, and of which determination the Holders are
so notified, unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of
competent jurisdiction, (iii) the information in such Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement (to the knowledge of the relevant Holder), (iv) the Records or other information was
developed independently by the Holder without breach of this Agreement, (v) the information was known to the Holder before receipt
of such information from the Company, or (vi) the information was disclosed to the Holder by a third party not under an obligation
of confidentiality. However, a Holder may make disclosure of such Records and other information to any attorney, adviser, or other
third party retained by it that needs to know the information as determined in good faith by the Holder (the “Holder Representative”),
if the Holder advises the Holder Representative of the confidentiality provisions of this Section 2(e), but the Holder will be
liable for any act or omission of any of its Holder Representatives relative to such information as if the act or omission was
that of the Holder. The Company is not required to disclose any confidential information in the Records to any Holder unless and
until such Holder has entered into a confidentiality agreement (in form and substance satisfactory to the Company) with the Company
with respect thereto, substantially to the effect of this Section 2(e). Unless legally prohibited from so doing, each Holder will,
upon learning that disclosure of Records containing confidential information is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein will be deemed to limit the Holder’s ability to sell Registrable Securities in a manner that is otherwise
consistent with applicable laws and regulations.


(f)     The
Company shall file a Registration Statement with respect to any newly authorized and/or reserved Registrable Securities consisting
of Conversion Shares described in clause (i) of the definition of Registrable Securities within ten (10) business days of any stockholders’
meeting authorizing same and shall use its best efforts to cause such Registration Statement to become effective within ninety
(90) days of such stockholders’ meeting. If the Holders become entitled, pursuant to an event described in clause (ii) and
(iii) of the definition of Registrable Securities, to receive any securities in respect of Registrable Securities that were already
included in a Registration Statement, subsequent to the date such Registration Statement is declared effective, and the Company
is unable under the securities laws to add such securities to the then effective Registration Statement, the Company shall promptly
file, in accordance with the procedures set forth herein, an additional Registration Statement with respect to such newly Registrable
Securities. The Company shall use its best efforts to (i) cause any such additional Registration Statement, when filed, to become
effective within 30 days of that date that the need to file the Registration Statement arose. All of the registration rights and
remedies under this Agreement shall apply to the registration of such newly reserved shares and such new Registrable Securities.



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3.           Expenses
of Registration. All Registration Expenses in connection with any registration, qualification or compliance with registration
pursuant to this Agreement shall be borne by the Company, and all Selling Expenses of a Holder shall be borne by such Holder.


4.           Registration
on Form S-3. The Company shall use its reasonable best efforts to meet the “registrant eligibility” requirements
for a secondary offering set forth in the general instructions to Form S-3 or any comparable or successor form or forms, or in
the event that the Company is ineligible to use such form, such form as the Company is eligible to use under the Securities Act,
provided that if such other form is used, the Company shall convert such other form to a Form S-3 as soon as the Company becomes
so eligible.


5.           Registration
Period. In the case of the registration effected by the Company pursuant to this Agreement, the Company shall keep such registration
effective until the later of (a) the date on which all the Holders have completed the sales or distribution described in the Registration
Statement relating thereto or, if earlier until such Registrable Securities may be sold by the Holders under Rule 144 (provided
that the Company’s transfer agent has accepted an instruction from the Company to such effect) or (b) the third (3rd) anniversary
of the Closing Date.


6.           Indemnification.


(a)       Company
Indemnity. The Company will indemnify each Holder, each of its officers, directors, agents and partners, and each person controlling
each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect
to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any,
and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder,
any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact contained in any final prospectus (as amended or supplemented
if the Company files any amendment or supplement thereto with the SEC), Registration Statement filed pursuant to this Agreement
or any post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they
were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person
controlling each of the foregoing, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred
in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of
or is based on (i) any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter
(if any) therefor and stated to be specifically for use therein, (ii) any failure by any Holder to comply with prospectus delivery
requirements or the Securities Act or Exchange Act or any other law or legal requirement applicable to them or any covenant or
agreement contained in the Purchase Agreement or this Agreement or (iii) an offer of sale of Conversion Shares occurring during
a period in which sales under the Registration Statement are suspended as permitted by this Agreement. The indemnity agreement
contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).



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(b)       Holder
Indemnity. Each Holder will, severally but not jointly, if Registrable Securities held by it are included in the securities
as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers,
agents and partners, and any other stockholder selling securities pursuant to the Registration Statement and any of its directors,
officers, agents, partners, and any person who controls such stockholder within the meaning of the Securities Act or Exchange Act
and each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder,
each other Holder (if any), and each of their officers, directors and partners, and each person controlling such other Holder(s)
against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (i) any untrue statement
(or alleged untrue statement) of a material fact contained in any such final prospectus (as amended or supplemented if the Company
files any amendment or supplement thereto with the SEC), Registration Statement filed pursuant to this Agreement or any post- effective
amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading in light of the circumstances under which they were made or (ii) failure
by any Holder to comply with prospectus delivery requirements or the Securities Act, Exchange Act or any other law or legal requirement
applicable to them or any covenant or agreement contained in the Purchase Agreement or this Agreement, and will reimburse the Company
and such other Holder(s) and their directors, officers and partners, underwriters or control persons for any reasonable legal fees
or any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability
or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such final prospectus (as amended or supplemented if the Company files any amendment or supplement
thereto with the SEC), Registration Statement filed pursuant to this Agreement or any post-effective amendment thereof in reliance
upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein,
and provided that the maximum amount for which such Holder shall be liable under this indemnity shall not exceed the net proceeds
received by the Holders from the sale of the Registrable Securities pursuant to the registration statement in question. The indemnity
agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities
if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld).



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(c)       Procedure.
Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the
party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense
of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide
notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying
Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation
resulting therefrom.


7.           Contribution.
If the indemnification provided for in Section 6 herein is unavailable to the Indemnified Parties in respect of any losses, claims,
damages or liabilities referred to herein (other than by reason of the exceptions provided therein), then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages or liabilities as between the Company on the one hand and any Holder(s) on the other,
in such proportion as is appropriate to reflect the relative fault of the Company and of such Holder(s) in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of any Holder(s) on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state
a material fact relates to information supplied by the Company or by such Holder(s).


In no event shall
the obligation of any Indemnifying Party to contribute under this Section 7 exceed the amount that such Indemnifying Party would
have been obligated to pay by way of indemnification if the indemnification provided for under Section 6(a) or 6(b) hereof had
been available under the circumstances.



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The Company and
the Holders agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately preceding paragraphs. The amount paid or payable by
an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraphs
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section, no Holder shall be required to contribute any amount in excess of the amount equal to the net proceeds received by such
Holder from the sale of Registrable Securities pursuant to the registration statement in question. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


8.           Survival.
The indemnity and contribution agreements contained in Sections 6 and 7 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement or the Purchase Agreement, and (ii) the consummation of the sale or successive resales
of the Registrable Securities.


9.           Information
by Holders. As a condition to the obligations of the Company to complete any registration pursuant to this Agreement with respect
to the Registrable Securities of each Holder, such Holder will furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended methods of disposition of the Registrable Securities held by it as is reasonably required
by the Company to effect the registration of the Registrable Securities. At least ten business days prior to the first anticipated
filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information
the Company requires from that Holder whether or not such Holder has elected to have any of its Registrable Securities included
in the Registration Statement. If the Company has not received the requested information from a Holder by the business day prior
to the anticipated filing date, then the Company may file the Registration Statement without including Registrable Securities of
that Holder.


10.           Further
Assurances. Each Holder will cooperate with the Company, as reasonably requested by the Company, in connection with the preparation
and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder’s
irrevocable election to exclude all of such Holder’s Registrable Securities from such Registration Statement.


11.           Suspension
of Sales. Upon receipt of any notice from the Company under Section 2(b)(v) or 2(c), each Holder will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until (i) it
receives copies of a supplemented or amended prospectus contemplated by Sections 2(b)(v) or (ii) the Company advises the Holder
that a suspension of sales under Section 2(c) has terminated. If so directed by the Company, each Holder will deliver to the Company
(at the expense of the Company) or destroy all copies in the Holder’s possession (other than a limited number of file copies)
of the prospectus covering such Registrable Securities that is current at the time of receipt of such notice.



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12.           Replacement
Certificates. The certificate(s) representing the Registrable Securities held by the Purchaser (or then Holder) may be exchanged
by the Purchaser (or such Holder) at any time and from time to time for certificates with different denominations representing
an equal aggregate number of shares of Common Stock, as reasonably requested by such Purchaser (or such Holder) upon surrendering
the same. No service charge will be made for such registration or transfer or exchange. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Note or certificates for the underlying shares
of Common Stock of any of the foregoing, and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it, or upon surrender and cancellation of such certificate if mutilated, the Company will make and deliver a new Note or certificate
of like tenor and dated as of such cancellation at no charge to the holder.


13.           Transfer
or Assignment. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties
and their successors and permitted assigns. The rights granted to the Purchaser by the Company under this Agreement to cause the
Company to register Registrable Securities may be transferred or assigned (in whole or in part) to a transferee or assignee of
the Note or Registrable Securities, and all other rights granted to the Purchaser by the Company hereunder may be transferred or
assigned to any transferee or assignee of the Note or Registrable Securities; provided in each case that (i) the Company is given
written notice by the Purchaser at the time of or within a reasonable time after such transfer or assignment, stating the name
and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being
transferred or assigned; and provided further that the transferee or assignee of such rights agrees in writing to be bound by the
registration provisions of this Agreement, (ii) such transfer or assignment is not made under the Registration Statement or Rule
144, (iii) such transfer is made according to the applicable requirements of the Purchase Agreement, and (iv) the transferee has
provided to the Company an investor questionnaire (or equivalent document) evidencing that the transferee is a “qualified
institutional buyer” or an “accredited investor” defined in Rule 501(a)(1),(2),(3), or (7) of Regulation D.


14.           Miscellaneous.


(a)     Remedies.
The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may
be entitled by law or equity.


(b)     Jurisdiction.
Each of the Company and the Purchaser (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District
Court, the New York state courts and other courts of the United States sitting in New York, New York for the purposes of any suit,
action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, and agrees not to assert in any such
suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action
or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company
and the Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other
manner permitted by law.



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(c)     Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing by personal delivery, nationally
recognized overnight carrier or email, and shall be effective upon receipt of such notice. The addresses for such communications
shall be:


to the Company:


Ameri Holdings, Inc.

100 Canal Pointe Blvd., Suite 108

Princeton, New Jersey 08540

Telephone: (732) 243-9250

Fax: (732) 243-9254

Attention: Mr. Giri Devanur, President and Chief Executive Officer


If to the Purchaser:


[NAME]


[ADDRESS]


Telephone:


Email:





Any party hereto may from time to time
change its address for notices by giving at least five days’ written notice of such changed address to the other parties
hereto.


(d)     Waivers.
No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
The representations and warranties and the agreements and covenants of the Company and each Purchaser contained herein shall survive
the Closing.


(e)     Execution
in Counterpart. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same
agreement, it being understood that all parties need not sign the same counterpart.


(f)     Signatures.
Facsimile signatures shall be valid and binding on each party submitting the same.



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(g)     Entire
Agreement: Amendment. This Agreement, together with the Purchase Agreement, the Note, and the agreements and documents contemplated
hereby and thereby, contains the entire understanding and agreement of the parties, and may not be amended, modified or terminated
except by a written agreement signed by the Company and the Holder of the Registrable Securities seeking registration of such securities.


(h)     Governing
Law. This Agreement and the validity and performance of the terms hereof shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts executed and to be performed entirely within such state, except to the
extent that the law of the State of Delaware regulates the Company’s issuance of securities.


(i)     Jury
Trial. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.


(j)     Force
Majeure. The Company shall not be deemed in breach of its commitments under this Agreement and no payments by the Company as
set forth in Section 2 shall be required if the Company is unable to fulfill its obligations hereunder in a timely fashion if the
SEC or the Nasdaq Stock Market are closed or operating on a limited basis as a result of the occurrence of a Force Majeure. As
used herein, “Force Majeure” means war or armed hostilities or other national or international calamity, or
one or more acts of terrorism, which are having a material adverse effect on the financial markets in the United States. Furthermore,
any payments owed as a result of Section 2 shall not accrue during any period during which the Company’s performance hereunder
has been delayed or the Company’s ability to fulfill its obligations hereunder has been impaired by a Force Majeure.


(k)     Titles.
The titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


(l)     No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction will be applied against any party.


[Signature Page Follows]



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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


	 	COMPANY:
	 	 
	 	AMERI HOLDINGS, INC.



	 	 
	 	 
	 	By:	 
	 	 	
        Name: Giri Devanur

        Title: President and Chief Executive Officer

	 	 
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	 	 
	 	 	[NAME]
	 	 


 








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