Exhibit 10.17


 


EXECUTION VERSION


 


Security
Agreement


 


This Security Agreement
(this “Agreement”) dated as of September 2, 2015, is hereby entered into by and between Opus
Bank, a California commercial bank (“Secured Party”), and its successors and assigns, whose address
is 19900 MacArthur Boulevard, Irvine, California 92612, and Medical Transcription Billing,
Corp., a Delaware corporation (“Borrower”), whose address is 7 Clyde Road, Somerset, New Jersey 08873.


 


WHEREAS, Borrower is
indebted to Secured Party pursuant to that certain Credit Agreement dated of even date herewith by and between Borrower and Secured
Party (as amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”);
and


 


WHEREAS, the parties
wish to provide for the terms and conditions upon which the “Liabilities” (as defined in the Credit Agreement)
shall be secured; and


 


WHEREAS, this Agreement
is made to secure the Liabilities and in consideration of advances, credit or other financial accommodations now or hereafter being
afforded to Borrower by Secured Party and for other good and valuable consideration to the Borrower, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows;


 


NOW, THEREFORE, the parties hereto hereby
agree as follows:


 


		1.	DEFINITIONS.



 


“Account”,
“Account Borrower”, “Chattel Paper”, “Commercial Tort Claims”, “Deposit Accounts”,
“Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Proceeds”
and “Tangible Chattel Paper” shall have the respective meanings assigned to such terms, as of the date of
this Agreement, in the New York Uniform Commercial Code.


 


“Collateral”
shall mean all of the property of Borrower described in Section 2 hereof, together with all other personal property of Borrower
now or hereafter pledged to Secured Party to secure, either directly or indirectly, repayment of the Obligations.


 


“Obligations”
or “Obligation” shall mean all of Borrower’s “Liabilities” (as such term is defined
in the Credit Agreement). Notwithstanding anything in this Agreement, the “Obligations” shall not include any obligations
of Borrower under the Warrants (as such term is defined in the Credit Agreement).


 


All terms used but
not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.


 




     


     


    

 


		2.	SECURITY INTEREST.



 


As security for the
payment or other satisfaction of all Obligations, Borrower hereby grants to Secured Party a continuing security interest in all
of the personal property of Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter
located, including, without limitation, the following: (a) all Accounts and all Goods whose sale, lease or other disposition by
Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower; (b) all Chattel
Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks,
trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software,
franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment
intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory; (d) all Goods (other than
Inventory), including, without limitation, Equipment, vehicles and Fixtures; (e) all Investment Property; (f) all Deposit Accounts,
bank accounts and all deposits and cash; (g) all Letter of Credit Rights; (h) all Commercial Tort Claims set forth on Exhibit
A hereto, as such Exhibit A may be amended from time to time; (i) any other property of Borrower now or hereafter in
the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of Secured Party or any
participant with Secured Party in the Loans (as defined in the Credit Agreement), for any purpose (whether for safekeeping, deposit,
collection, custody, pledge, transmission or otherwise); and (j) all additions and accessions to, substitutions for, and replacements,
products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the
foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business.


 


Except as defined herein,
all terms used above shall have the meanings provided in the New York Uniform Commercial Code.


 


Notwithstanding the foregoing,
the security interest granted herein and/or in the Credit Agreement shall not extend to and the term "Collateral"
shall not include the following (“Excluded Property”) (i) any general intangibles (whether owned or held as
licensee or lessee or otherwise including, for the avoidance of doubt, leasehold interests as lessee or sublessee under real property
leases and subleases) to the extent that the granting of a security interest therein would be contrary to applicable law or create
a default under any agreement governing such property, right or license (but only if such restrictions are enforceable as a matter
of law); (ii) any equipment financed by another lender or lessor under documentation that prohibits the granting of a second lien
thereon executed prior to the date of this Agreement or which is subject to a Permitted Lien; (iii) any intent-to-use trademarks,
prior to the filing of a “Statement of Use” with respect thereto if and solely to the extent that (and so long
as) any such intent-to-use trademark application would be rendered void by the attachment or creation of a security interest in
the right, title or interest of Borrower therein); and (iv) more than 65% of the presently existing and hereafter arising issued
and outstanding Equity Interests owned by Borrower of any Subsidiary of Borrower organized in a jurisdiction other than the United
States, which shares entitle the holder thereof to vote for directors or any other matter provided, however, that the foregoing
exclusions shall not apply in any case if (x) such prohibition has been waived or such other Person has otherwise consented to
the creation hereunder of a Lien and security interest in such assigned contract, General Intangible, instrument, license, chattel
paper, property or asset, or (y) such prohibition, or the term that relates or gives rise thereto, would be rendered ineffective
pursuant to any of Sections 9-406, 9-407, 9-408 or 9-409 of Article 9 of the Uniform Commercial Code, as applicable and as then
in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity; provided,
further, that Excluded Property shall not include (1) Proceeds (as such term is defined in the UCC), substitutions or replacements
of any Excluded Property referred to in the foregoing clauses (i), (ii), (iii) and (iv), unless such Proceeds, substitutions or
replacements would otherwise constitute Excluded Property referred to in the foregoing clauses (i), (ii), (iii) and (iv), and (2)
any Account, Inventory or interest in any deposit account.


 




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		3.	POSSESSION OF COLLATERAL AND RELATED MATTERS.



 


Promptly upon Borrower’s
receipt of any portion of the Collateral evidenced by an Instrument or a negotiable Document, including, without limitation, any
Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof
to Secured Party together with an appropriate endorsement or other specific evidence of assignment thereof to Secured Party (in
form and substance acceptable to Secured Party). If an endorsement or assignment of any such items shall not be made for any reason,
Secured Party is hereby irrevocably authorized, as Borrower’s attorney and agent-in-fact, to endorse or assign the same on
Borrower’s behalf.


 


		4.	WARRANTIES AND COVENANTS.



 


Borrower warrants and
agrees that:


 


(a)          All
of the Collateral is and will at all times be owned by Borrower free and clear of all liens and security interests, except for
(i) the security interests granted hereunder, and (ii) Permitted Liens (as defined in the Credit Agreement).


 


(b)          The
office where Borrower keeps Borrower’s books, records and accounts (or copies thereof) concerning the Collateral, Borrower’s
principal place of business and all of Borrower’s other places of business, locations of Collateral, post office boxes and
bank accounts are as set forth in Exhibit B; Borrower shall promptly (but in no event less than ten (10) days prior thereto)
advise Secured Party in writing of the proposed opening of any new place of business, the closing of any existing place of business,
any change in the location of Borrower’s books, records and accounts (or copies thereof) or the opening or closing of any
post office box or bank account of Borrower.


 


(c)          The
Collateral, including, without limitation, all equipment (but excluding movable goods that are located with employees and consultants
in the ordinary course of business), is and shall be kept only at the addresses set forth on the first page of this Agreement or
on Exhibit B, and at other locations in the continental United States of which Secured Party has been advised by Borrower
in writing.


 


(d)          Borrower
shall keep the Collateral properly housed and insure the Collateral at all times to the extent required under the Credit Agreement.


 


(e)          Borrower
will not sell, lease, transfer, assign or otherwise dispose of any of the Collateral or any interest therein without the prior
written consent of Secured Party in each instance or as otherwise permitted in this Agreement or the Credit Agreement.


 


(f)          Borrower
will not permit any liens or security interests to attach to any of the Collateral, except those specified in Section 4(a) hereof.


 


(g)          Borrower
will pay prior to their becoming delinquent all taxes, license fees and assessments relating to the Collateral which, if unpaid,
could result in a lien on the Collateral, except those contested by Borrower in good faith (and for which adequate reserves and
other satisfactory protections against loss or forfeiture of title thereto) have been provided.


 




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(h)          Borrower
will deliver or cause to be delivered to Secured Party the financial information required to be delivered by Borrower pursuant
to the Credit Agreement.


 


(i)          Borrower
shall be liable to Secured Party for any expenditures incurred by Secured Party pursuant to the terms of this Agreement or the
Credit Agreement for the maintenance and preservation of the Collateral, including but not limited to taxes, levies, insurance
and repairs, and for the repossession, holding, preparation for sale, and the sale or other disposition, of the Collateral (including
reasonable attorneys’ and accountants’ fees and expenses incurred in connection therewith), as well as all damages
for breach of warranty, misrepresentation, or breach of covenant by Borrower, and all such liabilities shall be included in the
definition of Obligations herein, shall be secured by the security interest granted herein, and shall be payable upon demand.


 


(j)          Borrower
will authenticate, execute and deliver to Secured Party such financing statements and any other documents required by Secured Party
(and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Secured Party) and do
such other acts and things as Secured Party may deem necessary in its reasonable discretion, to perfect or maintain the security
interest granted herein and the priority thereof or to effectuate the purposes of this Agreement. Borrower irrevocably hereby makes,
constitutes and appoints Secured Party (and all Persons (as defined in the Credit Agreement) designated by Secured Party for that
purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other
agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Secured Party’s
security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of
this Agreement or of a financing statement shall be sufficient as a financing statement.


 


(k)          Borrower
shall, at the request of Secured Party, indicate on its records concerning the Collateral a notation, in form satisfactory to Secured
Party, of the security interest of Secured Party hereunder.


 


(l)          Borrower
has no Commercial Tort Claims pending other than those set forth on Exhibit A hereto, as it may be amended from time to
time. Promptly upon becoming aware thereof Borrower shall notify Secured party of any Commercial Tort Claim which may arise, which
shall constitute Borrower’s authorization to amend Exhibit A to add such Commercial Tort Claim.


 


		5.	EVENTS OF DEFAULT.



 


The occurrence and
continuance of any Event of Default under the Credit Agreement shall be deemed an Event of Default hereunder.


 




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		6.	RIGHTS AND REMEDIES.



 


Upon the occurrence and
continuance of an Event of Default, Secured Party may exercise from time to time any rights and remedies available to it under
the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly
granted in this Agreement or in any other agreements between Secured Party and Borrower and all of Secured Party’s rights
and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation
of the foregoing, Secured Party may, without notice, demand or legal process of any kind, take possession of any or all of the
Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue
the same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and
search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed
of, and Secured Party shall have the right to store the same at any of Borrower’s premises without cost to Secured Party.
At Secured Party’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to
Secured Party at one or more places to be designated by Secured Party and reasonably convenient to Secured Party and Borrower.
Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Obligations, no remedy at law will provide
adequate relief to Secured Party, and agrees that Secured Party shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral
required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior
to such disposition and such notice shall (i) describe Secured Party and Borrower, (ii) describe the Collateral that is the subject
of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting
of the Obligations and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or
the time after which any private sale is to be made. Secured Party may disclaim any warranties that might arise in connection with
the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds
of any disposition by Secured Party of any of the Collateral may be applied by Secured Party to the payment of expenses in connection
with the Collateral, including, without limitation, legal expenses and reasonable attorneys’ fees, and any balance of such
Proceeds may be applied by Secured Party toward the payment of such of the Obligations, and in such order of application, as Secured
Party may from time to time elect. In the event of any excess Proceeds after payment in full of the Obligations, such excess shall
be paid to Borrower.


 


		7.	FEES, COSTS AND CHARGES.



 


Borrower shall be obligated
to reimburse Secured Party, as part of the Obligations, for all fees, costs or charges of any kind incurred by Secured Party in
connection with the Credit Agreement and this Agreement, including without limitation, any reasonable fees, costs or charges incurred
by Secured Party in enforcing its rights and remedies under the Credit Agreement and this Agreement.


 




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		8.	MISCELLANEOUS.



 


(a)          Any
failure or delay by Secured Party to require strict performance by Borrower of any of the provisions, warranties, terms and conditions
contained herein, in the Credit Agreement or in any other agreement, document or instrument, shall not affect Secured Party’s
right to demand strict compliance and performance therewith, and any waiver of any Event of Default shall not waive or affect any
other Event of Default, whether prior or subsequent thereto, and whether of the same or of a different type. None of the warranties,
conditions, provisions and terms contained herein, or in the Credit Agreement or in any other agreement, document or instrument
shall be deemed to have been waived by any act or knowledge of Secured Party, its agents, officers or employees, other than pursuant
to an instrument in writing, signed by an officer of Secured Party, directed to Borrower and specifying such waiver.


 


(b)          Any
notice under this Agreement shall be addressed to the parties at their respective addresses set forth on the first page of this
Agreement, or to such other address as either party designates to the other in the manner herein described.


 


(c)          In
the event that any provision hereof shall be deemed to be invalid by any court, such invalidity shall not affect the remainder
of this Agreement.


 


(d)          This
Agreement shall be binding upon and for the benefit of the parties hereto and their respective successors and assigns.


 


(e)          This
Agreement is delivered in the State of NEW YORK and governed by NEW YORK law (without giving effect to its laws of conflicts).
Borrower agrees that any legal action or proceeding with respect to any of its obligations under this Agreement may be brought
by the Bank in any state or federal court located in the NORTHERN DISTRICT of CALIFORNIA, as the Bank in its sole discretion may
elect. By the execution and delivery of this Agreement, Borrower submits to and accepts, for itself and in respect of its property,
generally and unconditionally, the exclusive jurisdiction of those courts. Borrower waives any claim that the State of CALIFORNIA
is not a convenient forum or the proper venue for any such suit, action or proceeding.


 


(f)          BORROWER
HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,
ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR SECURED PARTY OR WHICH,
IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BORROWER AND SECURED PARTY. IN NO EVENT
SHALL SECURED PARTY BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.


 


(g)          BORROWER
HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY SECURED PARTY OF ITS RIGHTS TO REPOSSESS THE
COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING.


 


[Remainder of page intentionally left
blank; signature page follows]


 



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IN WITNESS WHEREOF, the undersigned have
executed and delivered this Agreement on the date set forth above.


 


	BORROWER:	 	SECURED PARTY:
	 	 	 
	Medical Transcription Billing, Corp., a Delaware corporation	 	Opus Bank
	 	 	 
	By: 	/s/ Mahmud Haq	 	By: 	/s/ Douglas Stewart
	Name: Mahmud Haq	 	Name: Douglas Stewart
	Title: CEO	 	Title: Managing Director
	 	 	 
	Date Signed: 9/2/2015	 	Date Signed: 9/2/2015


 


Signature Page
to Borrower Security Agreement


 




     


     


    

 


EXHIBIT A


 


COMMERCIAL TORT CLAIMS


 


None.


 


Exhibit A to Security Agreement


 




     


     


    

 


EXHIBIT B


 


Borrower’s principal place of business and all of Borrower’s
other places of business, locations of Collateral, post office boxes and bank accounts:


 


Principal Place of Business:


 


7 Clyde Road, Suite 201


Somerset, NJ 08873


 


Other Office(s):


 


237 West 35th St., Suite.
1202


New York, NY 10001


 


4567 Crossroads Park Drive


Liverpool, NY 13088


 


4 Coulter Road


Clifton Springs, NY 14432


 


601 Gates Rd, Suite 3


Vestal, NY 13650-2288


 


74 Industrial Park Road


Saco, ME 04072-1840


 


5191 Columbus Road, Suite
B


Macon, GA 31206


 


8601 Village Drive, Suite
204


San Antonio, TX 78217


 


3480 Torrance Blvd., Suite
301


Torrance, CA 90503


 


3405 Kenyon Street, Suite
300


San Diego, CA 92110


 


3350 E. Birch Street,
Suite 105


Brea, CA 92821


 


Additional Locations of Collateral (in addition to the foregoing
locations):


 


200 Campus Drive Somerset


NJ 08873


 


Exhibit B to Security Agreement


 




     


     


    

 


Bank Accounts:


 





	
        Bank Account #

        (All are Checking

        Accounts)
	 	Bank Name and Address
	 	 	 
	***********	 	
        TD Bank, 3221 New Jersey Route 27

        Franklin Park, NJ 08823

	 	 	 
	***********	 	
        TD Bank, 3221 New Jersey Route 27

        Franklin Park, NJ 08823

	 	 	 
	***********	 	
        TD Bank, 3221 New Jersey Route 27

        Franklin Park, NJ 08823