Exhibit 4.1


 





 


 


WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT
(this “Warrant Agreement”) dated as of November 17, 2017 (the “Issuance Date”) between Ameri
Holdings, Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc. (the “Warrant
Agent”).


 


WHEREAS, pursuant to the
terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated November 17, 2017, by and among
the Company and Northland Securities, Inc., as representatives of the several underwriters set forth therein, the Company is engaged
in a public offering (the “Offering”) of up to 1,475,000 shares (the “Shares”) of common
stock, par value $0.01 per share (the “Common Stock”) of the Company and up to 1,475,000 Warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant to
the underwriters over-allotment option;


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-220499,
on Form S-1 (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants and Warrant Shares,
and such Registration Statement was declared effective on November 9, 2017;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set
forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


        


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.         Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.          Warrants.


 


2.1.        Form
of Warrants. The Warrants shall be registered securities and shall be evidenced by a global certificate (“Global Certificate”)
in the form of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for
The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent
regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no
longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written
instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the
Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates” and, together
with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.



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2.2.        Issuance
and Registration of Warrants.


 


2.2.1.        Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants.


 


2.2.2.        Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the
Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the
Company. Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3.        Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4.        Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need
not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such an Authorized Officer.


 


2.2.5.        Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered
and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request
in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates
evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and,
in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and
deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The
Company and the Warrant Agent may require payment, by the Holder requesting a registration of transfer of Warrants or a split-up,
combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance
of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Company and the Warrant
Agent of all reasonable expenses incidental thereto.



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2.2.6.        Loss,
Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of
indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant
Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of
the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee
for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety
bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety agents
for administrative services provided to them.


 


2.2.7.        Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the
Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise of those
Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


3.           Terms
and Exercise of Warrants.


 


3.1.        Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $4.115 per whole share,
subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this
Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2.        Duration
of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on the Issuance
Date and terminating at 5:00 P.M., New York City time (the “close of business”) on November 21, 2022 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.



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3.3.       Exercise of Warrants.


 


3.3.1.        Exercise
and Payment.


 


(a) Subject to the provisions
of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise
Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., New York City time, on any business day during the Exercise
Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit
B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election
to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, the Holder (or a Participant
acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the Warrant Certificate evidencing the
Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant
Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) deliver to the Company
the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank
check payable to the Company or bank wire transfer in immediately available funds to:


 


Account Name - Ameri Holdings
Inc.


Account Number - 6700092361


ABA Number - 026007773


Bank Name & Address
: Sterling National Bank,


                                        
310 Crossways Park Dr, Woodbury, NY 11797


 


Any person so designated by the Holder (or
a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder
of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered
to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced
in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If
the Holder (or Participant on behalf of the Holder) fails to make delivery of such deliverables on or prior to the Trading Day
following delivery of the Election to Purchase, such Election to Purchase shall be void ab initio.


 


(b) If any of (i) the
Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent on any date after
5:00 P.M., New York City time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have
been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than
a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. The “Exercise
Date” will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00
P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date
written on the materials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof
will be null and void and any funds delivered to the Company will be returned to the Holder or Participant, as the case may be,
as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted
exercise of Warrants.


 


(c) If less than all the
Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split the surrendered Warrant Certificate
and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised at no charge to the Holder.


 


3.3.2.        Issuance
of Warrant Shares.


 


(a) The Warrant Agent
shall, by 11:00 a.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise the Company, the
transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on
the Election to Purchase as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder
or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number
of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent
and registrar shall reasonably request.



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(b) The Company shall,
by no later than 5:00 P.M., New York City time, on the third Trading Day following the Exercise Date of any Warrant and the clearance
of the funds in payment of the Exercise Price (such date and time, the “Delivery Time”), cause its registrar
to electronically transmit the Warrant Shares issuable upon that exercise to DTC by crediting the account of DTC or of the Participant,
as the case may be, through its Deposit Withdrawal Agent Commission system.


 


3.3.3.        Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4.        No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive an amount in cash equal to
the fractional amount multiplied by the exercise price or a number of Warrant Shares rounded up to the next whole share.


 


3.3.5.        No
Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid
in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that
any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other
charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is
due.


 


3.3.6.        Date
of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date,
except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books
are open.


 


3.3.7.        Restrictive
Legend Events. (a) The Company shall use it reasonable best efforts to maintain the effectiveness of the Registration Statement
and the current status of the prospectus included therein or to file and maintain the effectiveness of another registration statement
and another current prospectus covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The
Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver
the Warrant Shares via DTC transfer or otherwise without restrictive legend because (i) the Commission has issued a stop order
with respect to the Registration Statement, (ii) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (iii) the Company has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (iv) the prospectus contained in the Registration Statement is not available for
the issuance of the Warrant Shares to the Holder or (v) otherwise.


 


3.3.8.      Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are
not disputed.



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3.3.9.      Beneficial Ownership
Limitation. A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to the issuance
of Warrant Shares after exercise as set forth on the applicable Election to Purchase, such Holder or a person holding through such
Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities Act), and any
other persons acting as a group together with that Holder or person or any of that Holder’s or person’s Affiliates),
would beneficially own in excess of 4.99% (“Beneficial Ownership Limitation”) of the Company’s Common
Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a person shall include
the number of Warrant Shares that would be owned by that person issuable upon exercise of the Warrants with respect to which such
determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable upon exercise of
the remaining, non-exercised Warrants beneficially owned by that person or any of its Affiliates and (b) underlying any other securities
of the Company held by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation
on conversion or exercise that is analogous to the limitation contained in this Section 3.3.9. Except as set forth in the preceding
sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination
of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder,
and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is
exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation
to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the
Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9,
in determining the number of outstanding shares of Common Stock, a Holder or other person may rely on the number of outstanding
shares of Common Stock as reflected in (a) the Company’s most recent periodic or annual report filed with the Securities
and Exchange Commission, as the case may be, (b) a more recent public announcement by the Company or (c) a more recent written
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For
any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder,
the Company shall, within two (2) Trading Days, confirm orally or in writing or by e-mail to that person the number of shares of
Common Stock then outstanding. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease
the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice, provided that any
increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice
is delivered to the Company and any such increase or decrease will apply only to the Holder and its Affiliates and not to any other
holder of Warrants. The provisions of this Section 3.3.9 shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 3.3.9 to correct this subsection (or any portion hereof) which may be defective or inconsistent
with the intended beneficial ownership limitation herein contained.


 


4.          Adjustments.


 


4.1.        Adjustment
upon Subdivisions or Combinations. If the Company at any time after the Issuance Date subdivides (by any stock split, stock
dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number
of Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock
split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.1 shall become effective
at the close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify Warrant
Agent of any such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the warrant register.



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4.2.        Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to all
holders of Common Stock of any evidences of indebtedness or assets or subscription rights, options or warrants (excluding those
referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the
exercise of Warrants, be entitled to receive, in addition to the number of Warrant Shares issuable thereupon, and without payment
of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such Holder would have
held on the date of such exercise had such Holder been the holder of record of such Warrant Shares as of the date on which holders
of Common Stock became entitled to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.


 


4.3.        Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (a) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (b) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (c) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock (not including any Common Stock held by the other person or other persons making
or party to, or associated or affiliated with the other persons making, such purchase offer, tender offer or exchange offer), (d)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares
of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated
or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination)
(each a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have
the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction (without regard to any limitation in Section 3.3.9 on the exercise of the Warrants), the same amount
and kind of securities, cash or property, if any, of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant is exercisable immediately prior
to such Fundamental Transaction (without regard to any limitation in Section 3.3.9 on the exercise of the Warrants). For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration that such Holder receives upon any exercise of each Warrant following such Fundamental Transaction. The Company shall
cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
and for which shareholders received any equity securities of the Successor Entity, to assume in writing all of the obligations
of the Company under this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements
and shall, upon the written request of such Holder, deliver to such Holder in exchange for the applicable Warrants created by this
Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to the Warrants which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an
exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock plus Alternative consideration after that Fundamental Transaction for the purpose of protecting
the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence
of any such Fundamental Transaction the Successor Entity shall succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Warrant Agreement and the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant Agreement and the Warrants with the same effect as if such Successor Entity had been
named as the Company herein and therein. The Company shall instruct the Warrant Agent in writing to mail by first class mail, postage
prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement with the Successor Entity.
Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments, which
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.3. The Warrant Agent shall
have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement or such notice,
including but not limited to any provisions relating either to the kind or amount of securities or other property receivable upon
exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to
rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section 4.3 shall
similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described
above.



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4.4.        Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock
rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors
will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate
such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder.
No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single
issuance.


 


4.5.        Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice
to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The
Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or
instructions provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon
exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted
to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant
Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof
from the Company.


 


5.          Restrictive
Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or
delivery of a Warrant Certificate for a fraction of a Warrant.


 


6.          Other
Provisions Relating to Rights of Holders of Warrants.


 


6.1.        No
Rights as Shareholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Warrants, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.



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6.2.        Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


7.           Concerning
the Warrant Agent and Other Matters.


 


7.1.        Any
instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in
writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 7.1.


 


7.2.        (a)
Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant
Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive
rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing
and use of the Warrant Agent’s billing systems.


 


(b) All amounts owed by
the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are
subject to a late payment charge of one percent (1.0%) per month commencing 45 days from the invoice date. The Company agrees to
reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.


 


(c) No provision of this
Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under this Warrant Agreement or in the exercise of its rights.



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7.3.        As
agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth
herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no
representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant
Shares; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal
action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability
it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and
shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine
and to have been signed by the proper party or parties; (f) shall not be liable or responsible for any recital or statement contained
in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on
the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including without limitation
obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing
to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered
by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized
and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the
Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder,
and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the
Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken
or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant
Agent in accordance with a proposal included in such application on or after the date specified in such application (which date
shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have
consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written
instructions in response to such application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory
to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice
of such counsel; (j) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees,
or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent,
designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and
shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder
to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.



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7.4.        (a)
In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any
action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant
Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special,
indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits),
even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any
liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant
Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable
control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or
labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software
failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts
of God or similar occurrences.


 


(b) In the event any question
or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant
Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable
or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document
in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the
Holders and all other persons that may have an interest in the settlement.


 


7.5.        The
Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a
result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6.        Unless
terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the
date on which no Warrants remain outstanding (the “Termination Date”). On the business day following the Termination
Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.
The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 7 shall survive
the termination of this Warrant Agreement.


 


7.7.        If
any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties
to it to the full extent permitted by applicable law.


 


7.8.        The
Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including
this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the certificate of incorporation, bylaws or any similar document of the Company or any indenture, agreement or
instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects
with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as
of the date hereof in connection with the offering of the Warrants.



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7.9.        In
the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from
time to time be amended, the terms of this Warrant Agreement shall control.


 


7.10.        Set
forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify
to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11.        Except
as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall
be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its
signature to this Agreement, or, if to the Warrant Agent, to Corporate Stock Transfer, Inc., Attn: Carylyn Bell, 3200 Cherry Creek
South Drive, Suite 430, Denver, CO 80209, Fax: (303)282-5800, or to such other address of which a party hereto has notified the
other party.


 


7.12.        (a)
This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and
proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within
the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts
and consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury
in any action or proceeding arising out of or relating to this Warrant Agreement.


 


(b) This Warrant Agreement
shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may
not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other
party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an
assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment
of this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document
signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of
any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders.
All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding
Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent
of the Holders.


 


7.13.        Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require
the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.



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7.14.        Resignation
of Warrant Agent.


 


7.14.1.        Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such
shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such
shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to
act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment
of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the
Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but
not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing
under the laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and
delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,
responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement
and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any
reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.14.2.        Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3.        Merger
or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may
be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other
entity, and shall include any successor (by merger or otherwise) thereof or thereto.



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8.        Miscellaneous
Provisions.


 


8.1.        Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof.


 


8.2.        Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.        Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.4.        Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.           Certain
Definitions. As used herein, the following terms shall have the following meanings:


 


(a) “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance,
sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock (other than rights of the
type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company
in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment
or other similar rights).


 


(b) “Trading
Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market in the United States on which
the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is
are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City time).


 


(c) “Trading
Market” means NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New
York Stock Exchange.


  


[Signature Page to Follow]


 









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IN WITNESS WHEREOF, this
Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	AMERI HOLDINGS, INC.	 
	 	 	 	 
	 	By:	/s/ Giri Devanur	 
	 	Name:	Giri Devanur	 
	 	Title:	President and Chief Executive Officer	 
	 	 	 	 
	 	CORPORATE STOCK TRANSFER, INC.	 
	 	 	 	 
	 	By:	 /s/ Carylyn Bell	 
	 	Name:	 Carylyn Bell	 
	 	Title:	 President	 


 









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EXHIBIT A


 


[TO BE INCLUDED IN THE GLOBAL CERTIFICATE]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


AMERI HOLDINGS, INC.


WARRANT CERTIFICATE


NOT EXERCISABLE AFTER NOVEMBER 21, 2022


 


This certifies that the
person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from Ameri Holdings, Inc., a Delaware corporation (the “Company”),
at any time prior to 5:00 P.M. (New York City time) on November 21, 2022, one share of common stock, par value $0.01 per share,
of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise
price of $4.115 per share, subject to possible adjustments as provided in the Warrant Agreement (as defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant
Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States
of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of November 17, 2017 (the “Warrant Agreement”) between the Company and Corporate Stock Transfer, Inc.
(the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at
the office of the Warrant Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 


WITNESS the facsimile
signature of a proper officer of the Company.


 


	 	AMERI HOLDINGS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


Dated: _______________


 


Countersigned:


 


CORPORATE STOCK TRANSFER, INC.


 


By: ______________________________


Name: ____________________________


Title: _____________________________


 


	PLEASE DETACH HERE
	 


 


Certificate No.:_________ Number of Warrants:__________


 


WARRANT CUSIP
NO.: 02362F 112


 


AMERI HOLDINGS, INC.


  









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EXHIBIT B


 


[Form of Election to Purchase]


 


(To Be Executed Upon Exercise Of Warrants not
evidenced by a Global Certificate)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by Warrants evidenced by this Warrant Certificate, to receive ____________
Warrant Shares and herewith tenders payment for such Warrant Shares to the order of _______________________, in the amount of $
_________ in accordance with the terms hereof.


 


The undersigned requests
that a certificate for such Warrant Shares be registered in the name of ___________________________, whose address is _____________________________
and that such certificate be delivered to _______________________________, whose address is _____________________________________.
If the number of Warrants being exercised hereby is less than all the Warrants evidenced by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the remaining unexercised Warrants be registered in the name of ___________________________,
whose address is _____________________________ and that such Warrant Certificate be delivered to ______________________________________
whose address is _________________________________.


 


 


	 	Signature,	 
	 	 	 
	Date:	 	 
	 	 	 
	 	[Signature Guarantee] 	 


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.


 


 









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EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	

Giri Devanur	 	
        

        President and Chief Executive Officer

         
	 	 

        /s/ Giri Devanur

	Viraj Patel	 	Chief Financial Officer	 	/s/ Viraj Patel


 


 



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