Exhibit 10.1


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION
FROM SUCH REGISTRATION REQUIREMENTS.


SECURITIES PURCHASE AGREEMENT


SECURITIES PURCHASE
AGREEMENT (“Agreement”) dated as of March , 2017, between Ameri Holdings, Inc., a Delaware corporation
(the “Company”), and [NAME] (the “Purchaser”). Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Note (as defined below).


W I T N E S S E T H:


WHEREAS,
the Company desires to sell, and the Purchaser desires to purchase, an 8% Convertible Unsecured Promissory Note due March , 2020
of the Company, which note shall be in the aggregate principal amount of [AMOUNT] ($ ) and shall be in substantially the form of
Exhibit A hereto (the “Note”);


NOW, THEREFORE,
in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE
I



Purchase and Sale of the Note


Section
1.1     Purchase of the Note. At the Closing (as hereinafter defined) and subject to the
terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Company will
issue and sell the Note to the Purchaser, and the Purchaser will purchase the Note from the Company, for the purchase price equal
to the original principal amount of the Note (the “Purchase Price”). For purposes hereof, the term “Conversion
Shares” means any shares of common stock, par value $0.01 per share, of the Company (“Common Stock”),
into which the Note is convertible according to its terms.


Section
1.2     The Closing. The purchase and sale of the Note shall take place at a closing (the
“Closing”) on the date hereof or such other date as the Purchaser and the Company may agree upon (the “Closing
Date”). At the Closing, the Company shall deliver to the Purchaser the Note purchased hereunder, registered in the name
of the Purchaser or its nominee. On the Closing Date, the Purchaser shall deliver by wire transfer the cash Purchase Price hereunder
to an account designated in writing by the Company. In addition, each party shall deliver all documents, instruments and writings
required to be delivered by such party pursuant to this Agreement at or prior to the Closing.



    	 	 	 



     


    




Section
1.3     Registration Rights Agreement. At the Closing, the Company and the Purchaser will
enter into a Registration Rights Agreement in substantially the form set forth as Exhibit B hereto (the “Registration
Rights Agreement”).


ARTICLE
II



Representations and Warranties


Section
2.1     Representations and Warranties of the Company. The Company hereby makes the following
representations and warranties to the Purchaser as of the date hereof and the Closing Date:


(a)     Organization
and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under
the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now
being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which
the failure so to qualify would not have a Material Adverse Effect. “Material Adverse Effect” means any adverse
effect on the business, operations, properties, prospects or financial condition of the Company and its subsidiaries, if any, and
which is (either alone or together with all other adverse effects) material to the Company and its subsidiaries.


(b)     Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the
Note, the Registration Rights Agreement and any other agreements or documents delivered by the Company at the Closing (“Transaction
Documents”) and to issue the Note in accordance with the terms hereof, (ii) the execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including the issuance
of the Note, have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company
or its Board of Directors (or any committee or subcommittee thereof) or stockholders is required, (iii) the Transaction Documents
have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute valid and binding obligations of
the Company enforceable against the Company, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’
rights and remedies or by other equitable principles of general application, and (v) the Conversion Shares have been duly authorized
and, upon issuance thereof and payment therefor in accordance with the terms of the Note, as the case may be, will be validly issued,
fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances.


(c)     No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby and issuance of the Note and the Conversion Shares will not (i) result
in a violation of the Certificate of Incorporation of the Company, as amended; (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 or any of its subsidiaries
is a party, or (iii) to the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree
(including United States federal and state securities laws) applicable to the Company or any of its subsidiaries or by which any
property or asset of the Company or any of its subsidiaries is bound or affected, except in the case of clause (ii), such conflicts
that would not have a Material Adverse Effect.



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(d)     SEC
Documents. Since December 31, 2016, the Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to
the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the “SEC Documents”). To the Company’s knowledge, as
of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the
time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading.


(e)     No
Contemplated Bankruptcy. On the date hereof, the Company does not contemplate and has no knowledge of any person contemplating
the filing of any petition against the Company or any subsidiary under any federal or state bankruptcy, insolvency, receivership
or other such law. The Company does not intend to, and does not believe that it will, incur debts and liabilities (including, among
other things, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account
the timing and amounts to be payable on or in respect of obligations of Company). The execution, delivery, observance, performance
and fulfillment of Company’s obligations and duties under this Agreement will not render the Company insolvent or unable
to pay its debts as they become due. The Company has (a) not entered into the transactions contemplated by this Agreement with
the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations
under this Agreement.


Section
2.2     Representations and Warranties of the Purchaser. The Purchaser hereby makes the
following representations and warranties to the Company as of the date hereof and the Closing Date:


(a)     Accredited
Investor Status; Sophisticated Purchaser. The Purchaser is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and
risks of the purchase of the Note and the Conversion Shares. The Purchaser is not registered as a broker or dealer under Section
15(a) of the Exchange Act, affiliated with any broker or dealer registered under Section 15(a) of the Exchange Act, or a member
of the Financial Industry Regulatory Authority.



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(b)     Information.
The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company which have been requested and materials relating to the offer and sale of the Note and the Conversion Shares, which
have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions
of the Company. The Purchaser acknowledges that its purchase of the Note and (if applicable) the Conversion Shares involves a high
degree of risk and that Purchaser may never recover Purchaser’s investment in these securities.


(c)     Investment
Representation. The Purchaser is purchasing the Note for the Purchaser’s own account and not with a view to distribution
in violation of any securities laws. The Purchaser has been advised and understands that neither the Note nor the Conversion Shares
have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only
if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required by law. The Purchaser has been advised and understands
that the Company, in issuing the Note, is relying upon, among other things, the representations and warranties of the Purchaser
contained in this Section 2.2 in concluding that such issuance is a “private offering” and is exempt from the registration
provisions of the Securities Act.


(d)     Rule
144. The Purchaser understands that there is no public trading market for the Note, that none is expected to develop, and that
the Note must be held indefinitely unless and until such Note, or if applicable, the Conversion Shares, are registered under the
Securities Act or an exemption from registration is available. The Purchaser has been advised or is aware of the provisions of
Rule 144 promulgated under the Securities Act.


ARTICLE
III



Covenants and Acknowledgments


Section
3.1     Junior, Subordinated Status of the Note. The Note shall be junior and subordinate
to, and the Company shall be permitted to incur, any indebtedness under a Qualified Credit Facility. For purposes hereof, a “Qualified
Credit Facility” shall mean any secured or unsecured credit facility that the Company may obtain after the date hereof
from a lender that makes commercial loans or extends commercial credit facilities in the ordinary course of its business which
is secured by inventory and/or accounts receivable. Purchaser hereby agrees to execute any acknowledgment or sign any reasonable
subordination agreement evidencing the fact that the Note is subordinate to such a credit facility in all respects, including
right of payment and security.



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ARTICLE
IV



Legend and Stock


Upon payment therefor
as provided in this Agreement, the Company will issue the Note in the name the Purchaser or its designees and in such denominations
to be specified by the Purchaser prior to (or from time to time subsequent to) Closing. The Note and any certificate representing
Conversion Shares issued upon conversion thereof, prior to such Conversion Shares being registered under the Securities Act for
resale or available for resale under Rule 144 under the Securities Act, shall be stamped or otherwise imprinted with a legend in
substantially the following form:


THESE SECURITIES
HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD
OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW
OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


The Company agrees
to reissue the Note and Conversion Shares without the legend set forth above, at such time as (i) the holder thereof is permitted
to dispose of securities pursuant to Rule 144 under the Securities Act, or (ii) such securities are sold to a purchaser or purchasers
who (in the opinion of counsel to the seller or such purchaser(s), in form and substance reasonably satisfactory to the Company
and its counsel) are able to dispose of such shares publicly without registration under the Securities Act, or (iii) such securities
have been registered under the Securities Act.


ARTICLE
V



Governing Law; Miscellaneous


Section 5.1     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.


Section 5.2     Counterparts. This Agreement may be executed in two or more identical counterparts,
all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.


Section 5.3     Headings. The headings of this Agreement are for convenience of reference and shall
not form part of, or affect the interpretation of, this Agreement.


Section 5.4     Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.



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Section 5.5     Entire Agreement; Amendments; Waivers. This Agreement supersedes all other prior
oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect
to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents)
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking
with respect to such matters. In addition:


(a)     The
provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is
in writing and consented to by the Company and the Purchaser.


(b)     Except
as provided herein, no failure or delay on the part of the Purchaser in exercising any power or right under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or demand on the Company in any case shall entitle it
to any notice or demand in similar or other circumstances. No waiver or approval by the Purchaser shall, except as may be otherwise
stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.


Section 5.6     Notices. Any notices, consents, waivers or other communications required or permitted
to be given under the terms of this Agreement must be in writing, must be delivered by (i) hand delivery, (ii) nationally recognized
overnight carrier or (iii) email, and will be deemed to have been delivered upon receipt. The addresses and facsimile numbers for
such communications shall be:


If to the Company:


Ameri Holdings, Inc.

100 Canal Pointe Blvd., Suite 108

Princeton, New Jersey 08540


Telephone: (732) 243-9250

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


Email: giri.devanur@ameri100.com





With a copy to:


Olshan Frome Wolosky LLP

1325 Avenue of the Americas


New York, New York 10019

Telephone: (212) 451-2289

Attention: Adam W. Finerman, Esq.

Email: afinerman@olshanlaw.com


 






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If to the Transfer Agent:


Corporate Stock Transfer


3200 Cherry Creek Drive South,
Suite 430


Denver, Colorado 80209


Telephone: (303) 282-4800

Attention: Ms. Shari Humpherys

Email: shumpherys@corporatestock.com





If to the Purchaser:


[NAME]


[ADDRESS]


Telephone:

Email:


 


Each party shall
provide five (5) days prior written notice to the other party of any change in address, telephone number or facsimile number. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image
of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


Section
5.7     Successors and Assigns. Except as otherwise provided herein, this Agreement shall
be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any permitted assignee
of the Note. The Purchaser may assign some or all of its rights hereunder to any permitted assignee of the Note; provided,
however, that any such assignment shall not release the Purchaser from its obligations hereunder unless such obligations
are assumed by such assignee and the Company has consented to such assignment and assumption.


Section
5.8     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 the 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.


Section
5.9     Survival. The representations, warranties, agreements and covenants in this Agreement
shall survive the Closing.


[Signature Page
Follows]



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





	 	COMPANY:
	 	 
	 	 
	 	AMERI HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name:  	Giri Devanur
	 	 	Title:	President and Chief Executive Officer 










	 	PURCHASER:
	 	 
	 	 
	 	 
	 	[NAME]







 






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EXHIBIT A



Form of Note


 


 



     


     


    




EXHIBIT B



Form of Registration Rights Agreement