Exhibit
10.2


 


EXCHANGE
AGREEMENT


 


EXCHANGE
AGREEMENT (the “Agreement”) is made as of June 3, 2020, by and between AMERI Holdings, Inc., a Delaware
corporation (the “Company”), and the investor signatory hereto (the “Investor”).


 


WHEREAS,
the Investor is the holder of certain 8% Unsecured Convertible Notes issued by the Company on or about March 7, 2017 (collectively,
the “Existing Securities”;


 


WHEREAS,
the Investor holds the Existing Securities of the Company set forth on the Investor’s signature page attached hereto;


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933,
as amended (the “Securities Act”), the Company desires to exchange with the Investor, and the Investor
desires to exchange with the Company, the Existing Securities for a new convertible 1% Debenture convertible into shares of Common
Stock set forth on the Investor’s signature page hereto (the “Debenture” or the “Exchange
Securities”); and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration
of the premises and the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1.
Exchange. On Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Investor shall,
and the Company shall, pursuant to Section 3(a) (9) of the Securities Act, exchange the Existing Securities for the Exchange Securities.
Subject to the conditions set forth herein, the exchange of the Existing Securities for the Exchange Securities shall take place
at the offices of the Investor’s service company, LH Financial Services Corp., on June 3, 2020, or at such other time and
place as the Company and the Investor mutually agree (the “Closing” and such date, the “Closing
Date”). At the Closing, the following transactions shall occur (such transaction an “Exchange”):


 


1.1
On the Closing Date, in exchange for the Existing Securities, the Company shall deliver Exchange Securities to the Investor or
its designee in accordance with the Investor’s delivery instructions set forth on the Investor signature page hereto. Upon
receipt of the Exchange Securities in accordance with this Section 1.1, all of the Investor’s rights under the Existing
Securities shall be extinguished. The Investor shall tender to the Company the Existing Securities within three Trading Days (as
defined below) of the Closing Date.


 


1.2
On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Exchange
Securities, irrespective of the date such Exchange Securities are delivered to the Investor in accordance herewith. The Existing
Securities shall be deemed for all corporate purposes to have been cancelled upon receipt of the Exchange Securities in accordance
with Section 1.1 above. Until the Existing Securities have been delivered to the Company, the Investor shall bear the risk that
they are acquired by a bona fide purchaser with no notice of the Investor’s and the Company’s claims.


 




    	 



     


    

 


As
used herein, “Common Stock” means the common stock of the Company, par value $0.001 per share, and any
other class of securities into which such securities may hereafter be reclassified or changed.


 


As
used herein, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or
other entity of any kind.


 


As
used herein, “Trading Day” means any day on which the Common Stock is traded on the principal securities
exchange or securities market on which the Common Stock is then traded.


 


1.3
The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably
necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in
customary form.


 


2.
Closing Conditions.


 


2.1
Conditions to Investor’s Obligations. The obligation of the Investor to consummate the Exchange is subject to the
fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)
Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be
true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)
Issuance of he Debenture. At the Closing, the Company shall cause the Debenture to be delivered to the Investor at the
delivery address set forth on the signature page hereto.


 


(c)
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages
in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(d)
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and form to the Investor, and the Investor shall
have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.


 


(e)
Consents. The Company shall have obtained all required consents, as set forth on Schedule 3.5.


 




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2.2
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the
fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)
Representations and Warranties. The representations and warranties of the Investor contained in this Agreement shall be
true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages
in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and form to the Company and the Company shall have
received all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.


 


3.
Representations and Warranties of the Company. The Company hereby represents and warrants to Investor that:


 


3.1
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing in
each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.


 


3.2
Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for
the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder, and
the authorization (or reservation for issuance of), the Exchange Securities and the underlying shares of Common Stock, and the
issuance of the Exchange Securities, have been taken on or prior to the date hereof.


 


3.3
Valid Issuance of the Debenture and Common Stock. The Debenture, when issued, will be a valid and binding obligation of
the Company. The shares of Common Stock issuable upon conversion of the Debenture, when issued and delivered in accordance with
the terms of the Debenture, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.


 


3.4
Compliance With Laws. The Company has not violated any law or any governmental regulation or requirement which violation
has had or would reasonably be expected to have a material adverse effect on its business and the Company has not received written
notice of any such violation.


 




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3.5
Consents; Waivers. Other than as set forth on Schedule 3.5 attached hereto, no consent, waiver, approval or authority
of any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery
of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.


 


3.6
Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of arm’s length Investor with respect to this Agreement and the other documents entered
into in connection herewith (collectively, the “Transaction Documents”) and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an “affiliate” of
the Company (as defined in Rule 144 promulgated under the Securities Act), or (iii) to the knowledge of the Company, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended). The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby
and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents
and the transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of the Exchange Securities.
The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been
based solely on the independent evaluation by the Company and its representatives.


 


3.7
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company, the Securities or any of the Company’s officers or directors in their capacities as such.


 


3.8
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party have
been duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding
obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is
a party and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company is a party or by which it is bound, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations
hereunder.


 




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3.9
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic
information. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions
in the Exchange Securities.


 


3.10
No Commission Paid. Neither the Company nor any of its affiliates nor any Person acting on behalf of or for the benefit
of any of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration
(within the meaning of Section 3(a) (9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder) for soliciting the Exchange.


 


4.
Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:


 


4.1
Authorization. The Investor has full power and authority to enter into this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery
of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.


 


4.2
Investment Experience. The Investor can bear the economic risk of its investment in the Securities, and has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the
Exchange Securities.


 


4.3
Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and issuance of the Exchange Securities which have been requested
by the Investor. The Investor has had the opportunity to review the Company’s filings with the Securities and Exchange Commission.
The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The
Investor understands that its investment in the Exchange Securities involves a high degree of risk. The Investor has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Exchange Securities. The Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements
of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition
of the Exchange Securities and the transactions contemplated by this Agreement.


 


4.4
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Exchange Securities or the fairness or suitability
of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Securities.


 




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4.5
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party have
been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding
obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor
is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable
to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations
hereunder.


 


5.
Additional Covenants.


 


5.1
Disclosure. The Company shall, on or before 9:30 a.m., New York City time, on the first business day after the date of
this Agreement, issue a Current Report on Form 8-K (the “8-K Filing”) disclosing all material terms
of the transactions contemplated hereby. From and after the issuance of the 8-K Filing, the Investor shall not be in possession
of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents
that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents,
not to, provide the Investor with any material, nonpublic information regarding the Company from and after the filing of the 8-K
Filing without the express written consent of the Investor. The Company shall not disclose the name of the Investor in any filing,
announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing
of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates,
employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate.


 


5.2
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.


 




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5.3
Section 3(a)(9) Exchange. The parties acknowledge and agree that in accordance with
Section 3(a)(9) of the Securities Act, the Shares shall take on the registered characteristics of the Exchange Securities being
exchanged. The Company agrees not to take any position contrary to this Section 5.3.


 


6.
Miscellaneous.


 


6.1
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


6.2
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state or federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


6.3
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.4
Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered by hand, when delivered by courier, three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested), or when received by email attachment, as set forth
on the signature pages hereto. Any party hereto, by notice given to the other parties hereto in accordance with this Section 6.4
may change the address or facsimile transmission number to which such notice or other communications are to be sent to such party.


 




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6.5
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Investor
and the Company, provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such
amendment treats such party differently than any party that does consent thereto.


 


6.6
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms.


 


6.7
Entire Agreement. This Agreement represents the entire agreement and understanding between the parties concerning the Exchange
and the other matters described herein and therein and supersede and replaces any and all prior agreements and understandings
solely with respect to the subject matter hereof and thereof.


 


6.8
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


6.9
Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the
singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including”
has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder”
or “herein” relate to this Agreement.


 


6.10
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


6.11
Survival. The representations, warranties and covenants of the Company and the Investor contained herein shall survive
the Closing and delivery of the Exchange Securities.


 


6.12
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


6.13
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 rules of strict construction will be applied against any party.


 


[SIGNATURES
ON THE FOLLOWING PAGES]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	THE COMPANY
	 	 
	 	AMERI HOLDINGS, INC.
	 	 	 
	 	By:	           
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	Address for Notices:
	 	 
	 	Email:


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


INVESTOR


 


Name
of Investor: Alpha Capital Anstalt


 


Signature
of Authorized Signatory of Investor: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: _____________________________________________


 


Instructions
for Delivery of Debenture to Investor:___________________________________________


 




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Exhibit
A


 


	Existing
    Securities:	 
	Purchased
    from:	 
	Druhwa
    Rai	 
	Lucid
    Solutions LLC	 
	Housekens
    LLC	 
	 	 
	Exchange
    Securities:	$2,265,342,46
	 	 
	Alpha
    Capital Anstalt	 


 




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