May 10, 2017


 


STRICTLY CONFIDENTIAL


 


Medical Transcription Billing Corp.


7 Clyde Road


Somerset, NY 08873


 


Attn: Mahmud Ul Haq, Chief Executive Officer


 


Dear Mr. Haq:


 


This letter agreement (this
“Agreement”) constitutes the agreement between Medical Transcription Billing, Corp. (the “Company”)
and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), that Rodman shall serve as (i)
the agent, advisor or underwriter in an offering of Series A Cumulative Redeemable Perpetual Preferred Stock (Nasdaq:MTBCP) of
the Company offered at the liquidation preference of $25 per share (the “Securities”) and (ii) the exclusive
agent, advisor or underwriter in any offering of securities of the Company during the Term (as hereinafter defined) of this Agreement
(each, an “Offering”). The terms of each Offering and the Securities issued in connection therewith shall be
mutually agreed upon by the Company and Rodman and nothing herein implies that Rodman would have the power or authority to bind
the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that
Rodman’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into
the affairs of the Company as Rodman deems appropriate under the circumstances and to the receipt of all internal approvals of
Rodman in connection with the transaction. The Company expressly acknowledges and agrees that Rodman’s involvement in an
Offering is strictly on a reasonable best efforts basis and that the consummation of an Offering will be subject to, among other
things, market conditions. The execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities
and does not ensure a successful Offering of the Securities or the success of Rodman with respect to securing any other financing
on behalf of the Company. Rodman may retain other brokers, dealers, agents or underwriters on its behalf in connection with an
Offering.


 


A.
Compensation; Reimbursement. At the closing of each Offering (each, a “Closing”), the Company
shall compensate Rodman as follows:


 


1.
Cash Fee. The Company shall pay to Rodman a cash fee, or as to an underwritten Offering an underwriter discount,
equal to 10.0% of the first $3.0 million of gross proceeds raised by the Company in each Offering and 8.0% of any amount raised
above $3.0 million.


 





 



 


430 Park Avenue | New York, New York 10022 |
212.356.0500


Security services provided by H.C. Wainwright
& Co., LLC | Member: FINRA/SIPC


 




    	 	 	 



    	 



    



 


2.
Reserved.


 


3.
Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Rodman $60,000 for non-accountable
expenses; plus the additional reimbursable amount payable by the Company pursuant to Paragraph D.3 hereunder; provided, however,
that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement.


 


4.
Tail. Rodman shall be entitled to compensation under clause (1) hereunder, calculated in the manner set forth therein,
with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”)
to the extent that such financing or capital is provided to the Company by investors whom Rodman had contacted during the Term
and introduced to the Company during the Term, if such Tail Financing is consummated at any time within the 18-month period following
the expiration or termination of this Agreement. Rodman shall provide Company with a list of investors that are subject to the
tail right hereunder prior to or promptly after the closing of the Offering.


 


5.
Reserved.


 


B.
Term and Termination of Engagement. The term of Rodman’s engagement will begin on the date hereof and end two
(2) months thereafter, unless the parties mutually agree to extend the term thereof (the “Term”). Notwithstanding
anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement
of expenses, right of first refusal, tail, indemnification and contribution, confidentiality,
conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, in the event that this Agreement shall not be carried out for any reason
whatsoever during the Term, the Company shall be obligated to pay to Rodman its actual and accountable out-of-pocket expenses related
to an Offering (including the fees and disbursements of Rodman’s legal counsel).


 


C.
Information; Reliance. The Company shall furnish, or cause to be furnished, to Rodman all information requested by
Rodman for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”).
In addition, the Company agrees to make available to Rodman upon request from time to time the officers, directors, accountants,
counsel and other advisors of the Company. The Company recognizes and confirms that Rodman (a) will use and rely on the Information,
including any documents provided to investors in each Offering (the “Offering Documents” which shall include
any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing
the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility
for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make
an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Rodman or
its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation
undertaken by Rodman thereof, including any document included or incorporated by reference therein. At each Offering, at the request
of Rodman, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions,
comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory
to Rodman and its counsel as is customary for such Offering. Rodman shall be a third party beneficiary of any representations,
warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties,
covenants and closing conditions made to any investor in an Offering.


 




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D.
Related Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


1.
Underwritten Offering. If an Offering is an underwritten Offering, the Company and Rodman shall enter into a customary
underwriting agreement in form and substance satisfactory to Rodman and its counsel.


 


2.
Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the
Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors
in a form reasonably satisfactory to the Company and Rodman. Rodman shall be a third party beneficiary with respect to the representations
and warranties included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with
responsibility for financial affairs will be available to answer inquiries from prospective investors.


 


3.
Escrow and Settlement. In respect of each Offering, the Company and Rodman shall enter into an escrow agreement with
a third party escrow agent, which may also be Rodman’s clearing agent, pursuant to which Rodman’s compensation and
expenses shall be paid from the gross proceeds of the Securities sold. If the Offering is settled in whole or in part via delivery
versus payment (“DVP”), Rodman shall arrange for its clearing agent to provide the funds to facilitate such
settlement. The Company shall bear the cost of the escrow agent and shall reimburse Rodman for the actual out-of-pocket cost of
such clearing agent settlement and financing, if any, which cost shall not exceed $10,000.


 


4.
FINRA Amendments. Notwithstanding anything herein to the contrary, in the event that Rodman determines that any of
the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company
shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request
of Rodman to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable
to the Company than are reflected in this Agreement.


 


E.
Confidentiality. In the event of the consummation or public announcement of any Offering, Rodman shall have the right
to disclose its participation in such Offering, including, without limitation, the Offering at its cost of “tombstone”
advertisements in financial and other newspapers and journals.


 




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F.
Indemnity.


 


1.
In connection with the Company’s engagement of Rodman as Offering agent, the Company hereby agrees to indemnify and
hold harmless Rodman and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents
and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all
claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them
(including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A)
related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with
the Company’s engagement of Rodman, or (B) otherwise relate to or arise out of Rodman’s activities on the Company’s
behalf under Rodman’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the
reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or
defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which
any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined
to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company
further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s
engagement of Rodman except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence
or willful misconduct.


 


2.
The Company further agrees that it will not, without the prior written consent of Rodman, settle, compromise or consent
to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether
or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


3.
Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with
respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such
complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation
it may have hereunder, except and only to the extent such failure results in the forfeiture or compromise by the Company of substantial
rights and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of
such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of reasonable
fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that
having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim,
includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may
be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company,
then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the
Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company
fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have
the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect
against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees
and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition,
with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.


 




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4.
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable
for any reason then (whether or not Rodman is the Indemnified Person), the Company and Rodman shall contribute to the Claim for
which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company,
on the one hand, and Rodman on the other, in connection with Rodman’s engagement referred to above, subject to the limitation
that in no event shall the amount of Rodman’s contribution to such Claim exceed the amount of fees actually received by Rodman
from the Company pursuant to Rodman’s engagement. The Company hereby agrees that the relative benefits to the Company, on
the one hand, and Rodman on the other, with respect to Rodman’s engagement shall be deemed to be in the same proportion as
(a) the total value paid or proposed to be paid or received by the Company pursuant to the applicable Offering (whether or not
consummated) for which Rodman is engaged to render services bears to (b) the fee paid or proposed to be paid to Rodman in connection
with such engagement.


 


5.
The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition
to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity
and (b) shall be effective whether or not the Company is at fault in any way.


 


G.
Limitation of Engagement to the Company. The Company acknowledges that Rodman has been retained only by the Company,
that Rodman is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that
the Company’s engagement of Rodman is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder,
owner or partner of the Company or any other person not a party hereto as against Rodman or any of its affiliates, or any of its
or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section
20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Rodman, no one other than the Company is authorized to rely upon this Agreement or any other statements
or conduct of Rodman, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges
that any recommendation or advice, written or oral, given by Rodman to the Company in connection with Rodman’s engagement
is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or
be used or relied upon for any other purpose. Rodman shall not have the authority to make any commitment binding on the Company.
The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Rodman.


 




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H.
Limitation of Rodman’s Liability to the Company. Rodman and the Company further agree that neither Rodman nor
any of its affiliates or any of its their respective officers, directors, controlling persons (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security
holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in
contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable
relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to act by Rodman and that are finally judicially determined
to have resulted solely from the gross negligence or willful misconduct of Rodman.


 


I.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after
the termination of this Agreement, will be heard only in the state or federal courts located in the City of New York, State of
New York. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City of New
York, State of New York. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority
of any court sitting in the City and State of New York. In the event Rodman or any Indemnified Person is successful in any action,
or suit against the Company, arising out of or relating to this Agreement, the final judgment or award entered shall be entitled
to have and recover from the Company the costs and expenses incurred in connection therewith, including its reasonable attorneys’
fees. Any rights to trial by jury with respect to any such action, proceeding or suit are hereby waived by Rodman and the Company.


 


J.
Notices. All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery
or fax, if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodm.com, Attention: Head of Investment
Banking, and if sent to the Company, to the address set forth on the first page hereof, e-mail: mhaq@mtbc.com, Attention:
Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery
or overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices delivered by fax
shall be deemed received as of the date and time printed thereon by the fax machine and notices sent by e-mail shall be deemed
received as of the date and time they were sent.


 


K.
Conflicts. The Company acknowledges that Rodman and its affiliates may have and may continue to have investment banking
and other relationships with parties other than the Company pursuant to which Rodman may acquire information of interest to the
Company. Rodman shall have no obligation to disclose such information to the Company or to use such information in connection with
any contemplated transaction.


 




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L.
Anti-Money Laundering. To help the United States government fight the funding of terrorism and money laundering,
the federal laws of the United States require all financial institutions to obtain, verify and record information that identifies
each person with whom they do business. This means we must ask you for certain identifying information, including a government-issued
identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that we consider appropriate
to verify your identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement
or a trust instrument.


 


M.
Miscellaneous. The Company represents and warrants that it has all requisite power and authority to enter into and
carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach
or conflict with any agreement, document or instrument to which it is a party or bound. This Agreement shall not be modified or
amended except in writing signed by Rodman and the Company. This Agreement shall be binding upon and inure to the benefit of both
Rodman and the Company and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire
agreement of Rodman and the Company with respect to the subject matter hereof and supersedes any prior agreements with respect
to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such
determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force
and effect. This Agreement may be executed in counterparts (including facsimile or electronic counterparts), each of which shall
be deemed an original but all of which together shall constitute one and the same instrument.


 


*********************


 




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In acknowledgment that
the foregoing correctly sets forth the understanding reached by Rodman and the Company, please sign in the space provided below,
whereupon this letter shall constitute a binding Agreement as of the date indicated above.


 


	 	Very
    truly yours,
	 	 
	 	RODMAN
    & RENSHAW, A UNIT OF H.C. WAINWRIGHT & CO., LLC
	 	 	 
	 	By:	/s/
    Mark W. Viklund
	 	Name:	Mark
    W. Viklund
	 	Title:	Chief
    Executive Officer


 


Accepted
and Agreed:


 


Medical
transcription billing, corp.


 


	By:	/s/
    Stephen Snyder	 
	Name:	Stephen
    Snyder	 
	Title:	President	 


 




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