Exhibit 10.13


 


EXECUTION VERSION


 


CREDIT AGREEMENT


 


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


 


		1.	Credit Facilities.



 


		1.1	Scope. Subject to
                                         the terms and conditions herein, the Bank agrees to make extensions of credit to the
                                         Borrower pursuant to procedures established from time to time by the Bank. No procedure
                                         agreed to by the Bank with respect to the making of extensions of credit, including automatic
                                         loan sweeps, shall vary the terms or conditions of this Agreement or the other Loan Documents
                                         regarding the credit facilities hereunder.



 


		1.2	Term Loan. The Bank
                                         agrees to extend credit to the Borrower on the date hereof in the form of a single term
                                         loan in the original principal amount of Four Million Dollars and No/100 Cents ($4,000,000.00)
                                         (the “Term Loan”). The Term Loan shall be evidenced by and repayable
                                         as set forth in a promissory note payable to the order of the Bank executed by the Borrower
                                         concurrently with this Agreement (together with all renewals, modifications and extensions
                                         thereof, the “Term Note”). The proceeds of the Term Loan will be used
                                         primarily to refinance existing indebtedness with TD Bank and other existing indebtedness
                                         and fund loan fees consistent with this Agreement.



 


The Term Loan
is evidenced by and repayable with interest at the Note Rate (as defined in the Term Note) in accordance with the terms of this
Agreement and the Term Note. Borrower will make the following monthly payments under the Term Note: (a) beginning on October 1,
2015 and continuing monthly thereafter (on the first Business Day of each month) until and including September 1, 2016 payments
of all accrued and unpaid interest, and (b) beginning on October 1, 2016, and continuing monthly thereafter (on the first Business
Day of each month) principal payments of $111,111.11 plus a payment of all accrued and unpaid interest until September
1, 2019, at which time the entire remaining outstanding balance of principal and all accrued but unpaid interest will be paid
in full. Borrower’s obligations under the Term Loan will be secured as provided in Section 6. In addition to interest
as set forth herein, Borrower shall pay to Bank a late charge equal to the greater of (i) five percent (5.00%) of the total payment
due, or (ii) $10.00 per late charge, in the event any such amount is not paid within one (1) day after the date when due.


 




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		1.3	Line of Credit. Subject
                                         at all times to the terms and limitations set forth herein, the Bank agrees to extend
                                         credit to the Borrower on a revolving basis from time to time prior to the Expiration
                                         Date in one or more Advances in an aggregate principal amount not to exceed at any time
                                         outstanding Two Million Dollars and No/100 Cents ($2,000,000.00) (the “Maximum
                                         Revolving Commitment Amount”) in the aggregate at any one time outstanding
                                         (the “Line of Credit” and together with the Term Loan and the Additional
                                         Term Loan, the “Facility”). The Line of Credit shall be evidenced
                                         by and repayable as set forth in a promissory note payable to the order of the Bank executed
                                         by the Borrower concurrently with this Agreement (together with all renewals, modifications
                                         and extensions thereof, the “Line of Credit Note”). The proceeds of
                                         the Line of Credit shall be used solely for general corporate purposes.



 


Borrower may irrevocably request
an Advance under the Line of Credit in a minimum amount of $100,000 or a higher integral multiple of $50,000 by delivering a Notice
of Borrowing as set forth in Section 3.2.C hereof.


 


Within the limits and subject
to and upon the terms and conditions herein set forth, amounts under the Line of Credit may be borrowed and repaid and re-borrowed
from time to time, without premium or penalty. The aggregate unpaid principal amount of the Line of Credit outstanding at any
time shall not exceed the Maximum Revolving Commitment Amount. Borrower’s obligations under the Line of Credit Note will
be secured as provided in Section 6 hereof and in each of the Security Agreements.


 


Upon the satisfaction of the conditions
set forth herein and provided further that the aggregate principal balance of the Line of Credit outstanding at any time does
not exceed the Maximum Revolving Commitment Amount, the Bank agrees to make Advances to Borrower, from time to time, from the
date hereof and until the Expiration Date. Whenever Borrower desires to request an Advance under the Line of Credit, Borrower
shall deliver a Notice of Borrowing to Bank as set forth in Section 3.2C hereof. Each Advance will be conclusively deemed to have
been made at the request of and for the benefit of Borrower when it is credited to any deposit account of Borrower maintained
at the Bank or when such Advance is funded in accordance with the instructions of a Person duly authorized by Borrower. If, at
any time, the aggregate outstanding principal amount of the outstanding Advances exceeds the Maximum Revolving Commitment Amount,
Borrower will immediately, upon written notice from the Bank, pay to the Bank (in immediately available funds) an amount equal
to the difference between the aggregate outstanding principal amount of the Advances and the Maximum Revolving Commitment Amount.


 




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Borrower will make monthly payments
of accrued and unpaid interest at the Note Rate, beginning on October 1, 2015, and continuing monthly thereafter (on the first
Business Day of each month) until September 1, 2018, at which time all then remaining accrued principal and interest will be paid
in full. In addition to interest as set forth herein, Borrower shall pay to Bank a late charge equal to the greater of (i) five
percent (5.00%) of the total payment due, or (ii) $10.00 per late charge, in the event any such amount is not paid within one
(1) day after the date when due.


 


Borrower shall pay to the Bank
a facility fee equal to 0.50% per annum on the daily average unused amount of the Maximum Revolving Commitment Amount, computed
on a quarterly basis in arrears on the last day of each calendar quarter. Such facility fee shall accrue from the Closing Date
(including at any time during which one or more conditions in Section 3 are not met) to the Expiration Date and shall be due and
payable quarterly in arrears on the first Business Day of each succeeding calendar quarter and on the Expiration Date. Borrower
may at any time and from time to time, without premium or penalty, permanently and irrevocably reduce the Maximum Revolving Commitment
Amount in a minimum amount of $100,000 or a higher integral amount of $100,000 or terminate the Revolving Loan by providing written
notice of the same to Bank.


 


		1.4	Additional Term Loan.
                                         At any time prior to November 30, 2015, Borrower may request the Bank an additional
                                         term loan (the “Additional Term Loan”) in an aggregate additional
                                         amount not to exceed Four Million Dollars and No/100 Cents ($4,000,000.00) (such request
                                         referred to herein as a “Additional Term Loan Request”). Any Additional
                                         Term Loan Request shall be in writing and shall set forth the requested amount of Four
                                         Million Dollars and No/100 Cents ($4,000,000.00). The Additional Term Loan shall be evidenced
                                         by and repayable as set forth in an additional promissory note payable to the order of
                                         the Bank executed by the Borrower concurrently with the Additional Term Loan (together
                                         with all renewals, modifications and extensions thereof, the “Additional Term
                                         Note”) substantially in the form (including, without limitation, an interest
                                         rate equal to the Note Rate defined therein) of the Term Note. The proceeds of the Additional
                                         Term Loan shall be used solely for general corporate purposes (including, but not limited
                                         to, future acquisitions and Borrower’s long-term growth).



 


The Additional
Term Loan is evidenced by and repayable with interest in accordance with the terms of this Agreement and the Additional Term Note.
Borrower will make the following monthly payments under the Additional Term Note: (a) beginning on first Business Day of the month
after the funding of the Additional Term Loan and continuing monthly thereafter (on the first Business Day of each month) for
a period of nine (9) months, payments of all accrued and unpaid interest, and (b) beginning first Business Day of the month that
is ten (10) months after the funding of the Additional Term Loan, and continuing monthly thereafter (on the first Business Day
of each month) principal payments in an amount sufficient to amortize completely the Additional Term Loan over the remaining term
of the Additional Term Loan plus a payment of all accrued and unpaid interest until September 1, 2019, at which time the
entire remaining outstanding balance of principal and all accrued but unpaid interest will be paid in full. Borrower’s obligations
under the Additional Term Loan will be secured as provided in Section 6. In addition to interest as set forth herein, Borrower
shall pay to Bank a late charge equal to the greater of (i) five percent (5.00%) of the total payment due, or (ii) $10.00 per
late charge, in the event any such amount is not paid within one (1) day after the date when due.


 




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		2.	Definitions. As used in
                                         this Agreement, the following terms have the following respective meanings:



 


		2.1	“Account”
                                         shall mean a trade account, account receivable, other receivable, or other right
                                         to payment for goods sold or leased or services rendered owing to the Borrower (or to
                                         a third party grantor acceptable to the Bank).



 


		2.2	“Account Debtor”
                                         shall mean a Person obligated upon an Account.



 


		2.3	“Advance”
                                         shall mean a disbursement of loan funds from the Bank under the Line of Credit.



 


		2.4	“Affiliate”
                                         shall mean (a) any Person directly or indirectly Controlling, Controlled by, or under
                                         common Control with the Borrower and (b) any member or manager of the Borrower or any
                                         subsidiary of the Borrower.



 


		2.5	“Asset Coverage
                                         Ratio” shall mean, for any date of determination, for Borrower, the ratio of
                                         (a) the sum of (i) Cash held in the Designated Deposit Account or a Permitted Deposit
                                         Account and (ii) Eligible Accounts, in each case as of such date, to (b) Indebtedness
                                         relating to both the Line of Credit and the Additional Term Loan outstanding under this
                                         Agreement as of such date.



 


		2.6	“Borrower Equityholder”
                                         shall mean any Person which is a holder of Equity Interests of the Borrower.



 


		2.7	“Business Day”
                                         shall mean a day (other than a Saturday or Sunday) on which the Bank is open for
                                         commercial banking business in New York, New York



 


		2.8	“Cash”
                                         or “Cash Equivalents” shall mean assets properly classified as “marketable
                                         securities”, “cash”, “cash equivalents”, “restricted
                                         cash” or “short term investments” under GAAP.



 


		2.9	“Change in Control”
                                         shall mean the direct or indirect acquisition by any person (as such term is used
                                         in Section 13(d) and Section 14(d)(2) of the Exchange Act (other than Mr. Mahmud Haq,
                                         any member of his immediate family, and any “person” or “group”
                                         under Section 13(d)(3) of the Exchange Act, that is controlled by Mr. Haq or any member
                                         of his immediate family, any beneficiary of the estate of Mr. Haq, or any trust, partnership,
                                         corporate or other entity controlled by any of the foregoing), of (a) beneficial ownership
                                         of the issued and outstanding shares of voting stock or similar equity interest of Borrower,
                                         the result of which acquisition is that such person or group possesses in excess of 50%
                                         of the combined voting power of all then-issued and outstanding voting stock of Borrower,
                                         or (b) the power to elect, appoint, or cause the election or appointment of at least
                                         a majority of the members of the board of directors of Borrower.



 




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		2.10	“Change in Law”
                                         shall mean the occurrence, after the date of this Agreement, of any of the following:
                                         (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
                                         in any law, rule, regulation or treaty or in the administration, interpretation, implementation
                                         or application thereof by any governmental authority or (c) the making or issuance of
                                         any request, rule, guideline or directive (whether or not having the force of law) by
                                         any governmental authority; provided that, notwithstanding any of the foregoing, (1)
                                         the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
                                         guidelines and directives thereunder or issued in connection therewith and (2) all requests,
                                         rules, guidelines and directives promulgated by the Bank for International Settlements,
                                         the Basel Committee on Banking Supervision (or any successor or similar authority) or
                                         the United States or foreign regulatory authorities, in each case pursuant to Basel III,
                                         shall in each case be deemed to be a “Change in Law”, regardless of
                                         the date enacted, adopted or issued.



 


		2.11	“Collateral”
                                         shall have the meaning set forth in the Security Agreement.



 


		2.12	“Consolidated
                                         Adjusted EBITDA” shall mean, for any period, Borrower’s and its Subsidairies’
                                         net income before taxes, plus interest expense, plus depreciation expense,
                                         plus amortization expense, plus all non-cash charges and expenses, including
                                         expenses related to the impairment of goodwill, employee stock compensation and any incremental
                                         non-cash charges or reduction in revenue as a result of any purchase accounting adjustments
                                         recorded as a result of acquisitions, plus all losses during such period resulting
                                         from the disposition of any asset of Borrower or any Subsidiary outside the ordinary
                                         course of business, to the extent permitted by this Agreement, plus integration
                                         and transaction costs associated with acquisitions or RCM Company Partnerships (including
                                         referral fees and any operating losses incurred during the first 150 days after such
                                         a transaction), plus any increase in sales and marketing expenses above the average
                                         sales and marketing expenses during the four quarters from July 1, 2014 to June 30, 2015
                                         agreed upon in writing by Bank, plus all expenses and losses that are properly
                                         classified as extraordinary in accordance with GAAP or are unusual or non-recurring,
                                         plus, to the extent not capitalized, all fees and expenses incurred in connection with
                                         the Loan Documents for such period, plus, the change to deferred revenue from the beginning
                                         of such period to the end of such period, in each case, without duplication and with
                                         respect to the Borrower and its Subsidiaries.



 




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		2.13	“Control”,
                                         as used with respect to any Person, shall mean the power to direct, or cause the
                                         direction of, the management and policies of such Person, directly or indirectly, whether
                                         through the ownership of Equity Interests, by contract, or otherwise. "Controlling"
                                         and "Controlled" have meanings correlative thereto.



 


		2.14	“Credit Facilities”
                                         shall mean all extensions of credit from the Bank to the Borrower, whether now existing
                                         or hereafter arising, including those described in Section 1.



 


		2.15	“Default”
                                         shall mean any event that, if it continues uncured, will, with the lapse of time
                                         or the giving of notice or both, constitute an Event of Default.



 


		2.16	“Delivery Day”
                                         means a day other than a Saturday, a Sunday or any other day on which national banking
                                         associations are authorized to be closed.



 


		2.17	“Designated Deposit
                                         Account” means a deposit account maintained by Borrower with the Bank, as from
                                         time to time designated by Borrower to Bank in writing. As of the Closing Date the Designated
                                         Deposit Account is Opus Bank account number 48331177.



 


		2.18	“Distributions”
                                         shall mean all dividends and other distributions made by the Borrower to the owners
                                         of its Equity Interests, including shareholders, partners, owners or members, as the
                                         case may be, other than salary, bonuses, and other compensation for services expended
                                         in the ordinary course of business in the current accounting period.



 


		2.19	“Domestic Material
                                         Subsidiary” shall mean any Domestic Subsidiary that is also a Material Subsidiary.



 


		2.20	“Domestic Subsidiary”
                                         shall mean any Subsidiary of Borrower or any other Obligor that is organized under
                                         the laws of the United States of America, any state or territory thereof, or the District
                                         of Columbia.



 


		2.21	“Eligible Accounts”
                                         shall mean with respect to Borrower, as of any date of determination, subject to
                                         modification by the Bank in its reasonable discretion based upon the results of a field
                                         audit, the face value of each account (as used in this definition, each such account,
                                         an “Account”) arising out of any contract or agreement which is a
                                         bona fide, non-contingent, existing obligation of the named account debtor thereunder
                                         (as used in this definition, and with respect to each individual contract or agreement,
                                         an “Account Debtor”, and includes, without limitation, to the extent
                                         the same constitute an asset under GAAP, amounts due from credit card processors, regardless
                                         of whether the same are otherwise not broken out by Account Debtor) actually and absolutely
                                         owing to Borrower and arising from the sale and delivery of merchandise or the rendering
                                         of services to such Account Debtor in the ordinary course of Borrower’s business
                                         as presently conducted for which the Account Debtor has been billed and such Account
                                         satisfies and continues to satisfy the following requirements:



 




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(i)               the
Account is evidenced by an invoice that has not remained unpaid for a period exceeding ninety (90) days or more beyond the date
of the invoice;


 


(ii)              the
Account is not due from an Account Debtor whose debt on Accounts that are unpaid for a period exceeding ninety (90) days or more
after the invoice date of the respective invoices exceeds twenty-five percent (25%) of such Account Debtor’s total debt
to Borrower;


 


(iii)             the
Account is a valid, legally enforceable obligation of the Account Debtor and no offset (including, without limitation, discounts,
advertising allowances, counterclaims or contra accounts) or other defense on the part of such Account Debtor or any claim on
the part of such Account Debtor denying liability thereunder has been asserted; provided, however, that if the Account
is subject to any such offset, defense or claim, or any inventory related thereto has been returned, such account shall not be
an Eligible Receivable only to the extent of the maximum amount of such offset, defense, claim or return and the balance of such
Account, if it otherwise represents a valid, uncontested and legally enforceable obligation of the Account Debtor and meets all
of the other criteria for eligibility set forth herein, shall be considered an Eligible Receivable;


 


(iv)            the
services have been performed or the subject merchandise has been shipped or delivered on open Account to the named Account Debtor
on an absolute sale basis and not on a bill-and-hold, consignment, on approval or subject to any other repurchase or return agreement
and no material part of the subject goods has been returned;


 


(v)               the
Account does not represent a pre-billing, prepaid deposit, retention billing or progress billing;


 


(vi)             other
than pursuant to the Security Documents, the Account is not subject to any Lien or security interest whatsoever other than Permitted
Liens;


 


(vii)            the
Account is not evidenced by chattel paper or an instrument of any kind;


 


(viii)
          the Account has not been turned over to any Person for collection;


 


(ix)             the
Account is not owing by an Account Debtor who has become insolvent or is the subject of any bankruptcy, arrangement, reorganization
proceedings or other proceedings for relief of debtors;


 


(x)              the
Account is not owing by an Account Debtor that (A) is an Affiliate of Borrower, (B) is a Governmental Authority (except to the
extent that Borrower has complied with the Federal Assignment of Claims Act of 1940, as amended, or analogous state statutes,
in a manner reasonably satisfactory to Bank), or (C) except to the extent approved by Bank in its sole discretion, is organized
under the laws of, or has its principal place of business outside, Canada, the United States of America or any state or any province
thereof; and


 




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(xi)             unless
previously agreed to by the Bank in writing, the aggregate amount of Accounts payable by the Account Debtor of the Account does
not constitute more than 30% of all Accounts of Borrower.


 


		2.22	“Equity Interests”
                                         shall mean shares of capital stock, partnership interests, membership interests in
                                         a limited liability company, beneficial interests in a trust or other equity ownership
                                         interests in a Person, and any warrants, options or other rights entitling the holder
                                         thereof to purchase or acquire any such equity interest.



 


		2.23	“Event of Default”
                                         shall have the meaning set forth in Section 8.1.



 


		2.24	“Excluded Taxes”
                                         shall mean any of the following Taxes imposed on or with respect to the Bank or required
                                         to be withheld or deducted from a payment to the Bank: (a) Taxes imposed on or measured
                                         by net income (however denominated), franchise Taxes and branch profits Taxes, in each
                                         case, imposed as a result of the Bank being organized under the laws of, or having its
                                         principal office or its applicable lending office located in, the jurisdiction imposing
                                         such Tax (or any political subdivision thereof), (b) U.S. federal withholding Taxes imposed
                                         on amounts payable to or for the account of the Bank with respect to an applicable interest
                                         in an Advance, the Term Loan or any commitment of the Bank hereunder to a law in effect
                                         on the date on which (1) the Bank acquires such interest in such Advance, the Term Loan
                                         or such commitment or (2) the Bank changes its lending office, except to the extent that,
                                         pursuant to Section 9.14, amounts with respect to such Taxes were payable to the
                                         Bank immediately before it changed its lending office.



 


		2.25	“Expiration Date”
                                         shall mean September 1, 2018, as such date may be extended by the Bank in writing
                                         from time to time in its sole discretion.



 


		2.26	“First Tier Foreign
                                         Subsidiary” shall mean, at any date of determination, each foreign Material
                                         Subsidiary in which Borrower or any of its Domestic Subsidiaries owns directly more than
                                         50%, in the aggregate, of the capital stock of such Subsidiary.



 


		2.27	“GAAP”
                                         shall mean generally accepted accounting principles in the United States set forth from
                                         time to time in the opinions and pronouncements of the Accounting Principles Board and
                                         the American Institute of Certified Public Accountants and statements and pronouncements
                                         of the Financial Accounting Standards Board (or agencies with similar functions of comparable
                                         stature and authority within the U.S. accounting profession), which are applicable to
                                         the circumstances as of the date of determination.



 




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		2.28	“Guarantee”
                                         shall mean any agreement, undertaking or arrangement by which any Person guarantees,
                                         endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement,
                                         contingent or otherwise, to provide funds for payment, to supply funds to or otherwise
                                         to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness,
                                         obligation or other liability of any other Person (other than endorsements of instruments
                                         for deposit or collection in the ordinary course of business), or guarantees the payment
                                         of dividends or other distributions upon the Equity Interests of any other Person. The
                                         amount of any Person’s obligation in respect of any Guarantee shall (subject to
                                         any limitation set forth therein) be deemed to be the lesser of (a) the principal amount
                                         of the debt, obligation or other liability supported thereby and (b) the maximum amount
                                         for which such Person may be liable pursuant to the terms of the instrument embodying
                                         such Guarantee, unless such primary obligation and the maximum amount for which such
                                         Person may be liable are not stated or determinable, in which case the amount of such
                                         Guarantee shall be such Person’s maximum reasonably anticipated liability in respect
                                         thereof as determined by such Person in good faith.



 


		2.29	“Guarantor”
                                         shall mean any Person that has entered into a Guaranty.



 


		2.30	“Guaranty”
                                         means a Guaranty, substantially in the form of Exhibit G, from a Guarantor
                                         in favor of the Bank, including, without limitation, each Guaranty executed pursuant
                                         to the terms of Section 4.16, as the same may from time to time be amended, modified
                                         or supplemented.



 


		2.31	“Indebtedness”
                                         of any Person shall mean, without duplication, (a) all indebtedness of such Person
                                         for borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments,
                                         (b) all obligations of such Person as lessee under capital leases which have been or
                                         should be recorded as liabilities on a balance sheet of such Person in accordance with
                                         GAAP, (c) all obligations of such Person to pay the deferred purchase price of property
                                         or services (excluding trade accounts payable in the ordinary course of business), (d)
                                         all indebtedness secured by a Lien on the property of such Person, whether or not such
                                         indebtedness shall have been assumed by such Person (it being understood that if such
                                         Person has not assumed or otherwise become personally liable for any such indebtedness,
                                         the amount of the Indebtedness of such Person in connection therewith shall be limited
                                         to the lesser of the face amount of such indebtedness or the fair market value of all
                                         property of such Person securing such indebtedness), (e) all obligations, contingent
                                         or otherwise, with respect to the face amount of all letters of credit (whether or not
                                         drawn) and banker’s acceptances issued for the account of such Person, (f) all
                                         net obligations of such Person under Rate Mangement Transactions, (g) all Guarantees
                                         of such Person in respect of obligations of the types referred to in clauses (a)
                                         through (f) and (h) all Indebtedness of any partnership in which such Person is
                                         a general partner unless such debt is made expressly non-recourse to such Person.



 




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		2.32	“Indemnified Taxes”
                                         shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any
                                         payment made by or on account of any obligation of the Borrower or any other Obligor
                                         under any Loan Document and (b) to the extent not otherwise described in the foregoing
                                         clause (a), Other Taxes.



 


		2.33	“Investment”
                                         shall mean (a) the purchase or acquisition of, or the making of any commitment to
                                         purchase or acquire, any Equity Interest or other obligation or security of, or any interest
                                         in, any Person, (b) the acquisition of all or substantially all of the assets of a Person,
                                         or of any business or division of a Person, (c) the merger or consolidation or any other
                                         combination with another Person or (d) the making of any advance, loan, extension of
                                         credit or capital contribution to or any other investment in, any Person.



 


		2.34	“Landlord Agreements”
                                         shall mean those certain lien waivers from the lessor of any location where Borrower
                                         maintains Collateral, in form and substance reasonably satisfactory to Bank, including,
                                         without limitation, (i) waiver of said lessor’s lien rights with respect to
                                         any property of Borrower located thereon and (ii) reasonable rights on entry for Bank
                                         (and its agents) to assemble and remove any Collateral located on such premises.



 


		2.35	“Liabilities”
                                         shall mean all obligations, indebtedness and liabilities of the Borrower to any one
                                         or more of the Bank and any of its subsidiaries, affiliates or successors, now existing
                                         or later arising, including all loans, advances, interest, costs, overdraft indebtedness,
                                         credit card indebtedness, lease obligations, or obligations relating to any Rate Management
                                         Transaction, all monetary obligations incurred or accrued during the pendency of any
                                         bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether
                                         allowed or allowable in such proceeding, and all renewals, extensions, modifications,
                                         consolidations or substitutions of any of the foregoing, whether the Borrower may be
                                         liable jointly with others or individually liable as a debtor, maker, co-maker, drawer,
                                         endorser, guarantor, surety or otherwise, and whether voluntarily or involuntarily incurred,
                                         due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated.



 


		2.36	“Lien”
                                         shall mean any mortgage, deed of trust, pledge, charge, encumbrance, security interest,
                                         collateral assignment or other lien or restriction of any kind.



 


		2.37	“Line of Credit”
                                         shall have the meaning set forth in Section 1.3.



 


		2.38	“Line of Credit
                                         Note” shall have the meaning set forth in Section 1.3.



 


		2.39	“Loan Documents”
                                         shall mean this Agreement, the Notes, the Security Agreement, any Pledge Agreements,
                                         the Perfection Certificate, and all the other reimbursement agreements, security agreements,
                                         mortgages, deeds of trust, pledge agreements, assignments, guaranties, and other instruments
                                         and documents in connection with this Agreement executed by the Borrower or any other
                                         Obligor in favor of the Bank or in connection with any of the Liabilities.



 




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		2.40	“Material Subsidiaries”
                                         shall mean each subsidiary of a Borrower which has assets with a total book value
                                         greater than 10% of the consolidated total assets of such Borrower and its subsidiaries,
                                         determined as of the end of the fiscal quarter immediately preceding the date of determination.



 


		2.41	“Material Contract”
                                         means each contract or agreement binding upon Borrower which comprises more than 2.00%
                                         of the Borrower’s revenue during the preceding six months.



 


		2.42	“Notes”
                                         shall mean, collectively, the Line of Credit Note, the Term Note and all other promissory
                                         notes from time to time evidencing the Liabilities.



 


		2.43	“Obligor”
                                         shall mean the Borrower and any guarantor, surety, co-signer, endorser, general partner
                                         or other Person that may now or in the future be obligated to pay or perform any of the
                                         Liabilities.



 


		2.44	“Other Taxes”
                                         shall mean all present or future stamp, court or documentary, intangible, recording,
                                         filing or similar Taxes that arise from any payment made under, from the execution, delivery,
                                         performance, enforcement or registration of, from the receipt or perfection of a security
                                         interest under, or otherwise with respect to, any Loan Document.



 


		2.45	“Perfection Certificate”
                                         shall mean that certain Perfection Certificate dated as of the date hereof executed
                                         by Borrower.



 


		2.46	“Permitted
                                         Acquisitions” shall mean the purchase or other acquisition, by merger
                                         or otherwise, by Borrower or any of its Subsidiaries of all of the capital stock in,
                                         or all or substantially all of the assets (or all or substantially all the assets constituting
                                         a business unit, division, product line or line of business) of any Person (including
                                         the creation and capitalization of any Subsidiary necessary to consummate such purchase
                                         or acquisition); provided that:



 


(1)all
transactions related to such purchase or acquisition shall be consummated in all material respects in accordance with all applicable
law;


 


(2)Borrower
shall give Bank at least ten (10) Business Days prior written notice of any such purchase or acquisition;


 


(3)Cash
consideration paid for all such purchases or acquisitions shall not exceed, in the aggregate, $19,000,000 during the term of this
Agreement;


 


(4)
the Board of Directors of the Person to be acquired (or whose assets are to be acquired) has not indicated publicly its opposition
to the consummation of such acquisition or purchase (which opposition has not been publicly withdrawn);


 




    	11 



     


    

 


(5)such
purchase or acquisition shall be of a Person in substantially the same line of business as Borrower; and


 


(6)(x)
immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have
occurred and be continuing and (y) immediately after giving effect to such purchase or other acquisition, Borrower and its Subsidiaries
can demonstrate compliance on a pro forma basis with the covenants set forth in Section 5.3 hereof, for the period ending
as of the last fiscal quarter that Borrower has delivered a covenant compliance certificate pursuant to Section 4.5B or Section
4.5D.


 


		2.47	“Permitted Deposit
                                         Account” shall mean any deposit account maintained by Borrower with a bank
                                         other than Bank that is subject to a deposit account control agreement in favor of Bank
                                         on terms satisfactory to Bank in its sole discretion that is delivered to Bank on or
                                         prior to five Business Days after the Closing Date, but excluding any deposit account
                                         not maintained with the Bank after 60 days after the Closing Date.



 


		2.48	“Permitted Distributions”
                                         shall mean (i) the conversion of any of Borrower’s convertible securities into
                                         other securities pursuant to the terms of such convertible securities or otherwise in
                                         exchange thereof and Borrower’s payment of cash in lieu of the issuance of fractional
                                         shares in connection with any such conversion, (ii) Borrower’s payment of dividends
                                         solely in common stock, (iii) Borrower’s payment of cash dividends to the
                                         holders of Series A Preferred Stock in accordance with the terms thereof, (iv) Borrower’s
                                         repurchase of the stock of former employees, directors or consultants pursuant to stock
                                         repurchase agreements or other similar agreements provided, that such repurchases do
                                         not exceed in the aggregate $100,000 in cash per fiscal year and (v) any distribution
                                         or dividend by any Subsidiary of Borrower to Borrower.



 


		2.49	“Permitted Investments”
                                         shall mean:



 


(a)          Investments
existing as of the date hereof and set forth in Schedule 2;


 


(b)          (i)
Investments consisting of Cash Equivalents; and (ii) any Investments permitted by Borrower’s Board-approved cash management
investment policy;


 


(c)          Investments
consisting of deposit accounts or securities accounts provided that Bank has a perfected security interest in each such account
to the extent required under this Agreement (provided, however, that nothing in this definition shall be construed to limit
the requirements of Section 4.19 below);


 




    	12 



     


    

 


(d)          Investments
(i) by Borrower in Subsidiaries that are not Guarantors not to exceed $300,000 in the aggregate in any fiscal year; (ii) by Borrower
in Subsidiaries that are Guarantors; and (iii) by Subsidiaries that are Guarantors in other Subsidiaries that are Guarantors or
in Borrower;


 


(e)          Investments
consisting of travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business;


 


(f)          Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers or in settlement
of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;


 


(g)          Investments
consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers, in the ordinary
course of business;


 


(h)          Investments
constituting Permitted Acquisitions; and


 


(i)           Other
Investments in an aggregate amount not to exceed $100,000 in any fiscal year.


 


		2.50	“Permitted Liens”
                                         shall have the meaning set forth in Section 5.2E.



 


		2.51	“Person”
                                         shall mean any individual, corporation, partnership, limited liability company, joint
                                         venture, joint stock association, association, bank, business trust, trust, unincorporated
                                         organization, any foreign governmental authority, the United States of America, any state
                                         of the United States and any political subdivision of any of the foregoing or any other
                                         form of entity.



 


		2.52	“Pledge Agreement”
                                         shall mean the Security and Pledge Agreement (Stock, Membership Interests, Partnership
                                         Interests) dated as of the date hereof between the Bank and Parent evidencing the Parent’s
                                         pledge of the assets described therein, in the form of Exhibit D hereto.



 


		2.53	“Premises”
                                         shall mean the locations at which the Borrower currently conducts business and located
                                         at 7 Clyde Road, Somerset, NJ 08873 and various satellite locations.



 


		2.54	“Property”
                                         shall mean any interest in any kind of property or asset, whether real, personal
                                         or mixed, tangible or intangible.



 


		2.55	“Rate Management
                                         Transaction” shall mean any rate swap, basis swap, forward rate transaction,
                                         commodity swap, commodity option, equity or equity index swap, equity or equity index
                                         option, bond option, interest rate option, foreign exchange transaction, cap transaction,
                                         floor transaction, collar transaction, forward transaction, or any other similar transaction
                                         (including any option with respect to these transactions) or any combination thereof,
                                         whether linked to one or more interest rates, foreign currencies, commodity prices, equity
                                         prices or other financial measures.



 




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		2.56	“RCM Company Partnership”
                                         shall mean a partnership between the Borrower and a revenue cycle management company
                                         (e.g., Borrower’s partnerships with Valiant Management Services and Silvertree
                                         Health) in which: (a) the Borrower agrees to provide revenue cycle management and/or
                                         related services to the revenue cycle management company’s customers; (b) said
                                         revenue cycle management company agrees to share the revenues or profits generated from
                                         said customers with the Borrower; and (c) neither party (including any Subsidiary or
                                         Affiliate of either party) acquires all or substantially all of the other party’s
                                         capital stock or assets.



 


		2.57	“Security Agreement”
                                         shall mean the Security Agreement dated as of the date hereof between the Bank and
                                         the Borrower evidencing the Bank’s security interest in the assets of the Borrower
                                         described therein.



 


		2.58	“Senior Leverage
                                         Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) the
                                         aggregate principal amount outstanding under the Credit Facilities as of such date to
                                         (b) Borrower’s Consolidated Adjusted EBITDA for the period of the four (4) consecutive
                                         fiscal quarters ending on such date.



 


		2.59	“Series A Preferred
                                         Stock” shall mean the preferred stock of the Borrower as may be offered by
                                         the Borrower pursuant to its Registration Statement on Form S-1 (no. 333-205664), as
                                         amended and originally filed with the Securities and Exchange Commission on July 15,
                                         2015.



 


		2.60	“Solvent”
                                         shall mean, as to any Person at any time, that (i) the fair value of the property
                                         of such Person is greater than the amount of such Person’s liabilities (including
                                         disputed, contingent and unliquidated liabilities) as such value is established and liabilities
                                         evaluated for purposes of Section 101(32) of Title 11 of the United States Code (as amended,
                                         the “Bankruptcy Code”); (ii) the present fair saleable value
                                         of the property of such Person is not less than the amount that will be required to pay
                                         the probable liability of such Person on its debts as they become absolute and matured;
                                         (iii) such Person is able to realize upon its property and pay its debts and other
                                         liabilities (including disputed, contingent and unliquidated liabilities) as they mature
                                         in the normal course of business; (iv) such Person does not intend to, and does
                                         not believe that it will, incur debts or liabilities beyond such Person’s ability
                                         to pay as such debts and liabilities mature; and (v) such Person is not engaged
                                         in business or a transaction, and is not about to engage in business or a transaction,
                                         for which such Person’s property would constitute unreasonably small capital.



 


		2.61	“Subsidiary”
                                         of a Person shall mean a corporation, partnership, joint venture, limited liability
                                         company or other business entity of which a majority of the shares of securities or other
                                         interests having ordinary voting power for the election of directors or other governing
                                         body (other than securities or interests having such power only by reason of the happening
                                         of a contingency) are at the time beneficially owned or controlled, directly, or indirectly
                                         through one or more intermediaries, or both, by such Person. Unless otherwise specified,
                                         all references to a “Subsidiary” or to “Subsidiaries”
                                         in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.



 




    	14 



     


    

 


		2.62	“Taxes”
                                         shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings
                                         (including backup withholding), assessments, fees or other charges imposed by any governmental
                                         authority, including any interest, additions to tax or penalties applicable thereto.



 


		2.63	“Term Loan”
                                         shall have the meaning set forth in Section 1.2.



 


The definitions of terms
herein shall apply equally to the singular and the plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall
be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,
(1) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendment, supplement or other modification set forth herein), (2) any reference herein to any Person shall be construed
to include such Person’s successors and assigns, (3) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (4) all references herein to Sections, clauses, Exhibits and Schedules shall be construed
to refer to Sections and clauses of, and Exhibits and Schedules to, this Agreement, (5) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time,
and (6) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights.


 


All terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that
(x) any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be)
a capital lease obligation under GAAP as in effect on the date hereof shall not be treated as a capital lease obligation solely
as a result of the adoption of changes in GAAP and (y) if Borrower notifies the Bank that Borrower wishes to amend any covenant
in Section 5.3 or any related definition to eliminate the effect of any change in GAAP occurring after the date of this
Agreement on the operation of such covenant and the Bank consents in writing (or if the Bank notifies Borrower that the Bank wishes
to amend any covenant in Section 5.3 or any related definition for such purpose), then Borrower’s compliance with
such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective.


 




    	15 



     


    

 





		3.	Conditions Precedent.



  


		3.1	Conditions Precedent
                                         to Initial Extension of Credit. The obligation of the Bank to make the initial credit
                                         extension hereunder is subject to the receipt by the Bank of the following, each in form
                                         and substance satisfactory to the Bank:



 


A.           Loan Documents. This
Agreement, the Notes, the Warrant in the form of Exhibit B hereto, the Security Agreement, the Pledge Agreement, any other
security agreements, financing statements, subordination agreements, deposit account control agreements, and any other Loan Documents
which the Bank may reasonably require to give effect to the transactions described in this Agreement;


 


B.           Evidence of Due Organization
and Good Standing. Evidence, satisfactory to the Bank, of the due organization and good standing of the Borrower in each state
in which the Borrower is doing business, including the state of Delaware;


 


C.           Evidence of Authority
to Enter into Loan Documents. Evidence that (i) the Borrower is authorized to enter into the transactions described in this
Agreement and the other Loan Documents, and (ii) the officer or other Person signing on behalf of the Borrower is authorized to
do so. 


 


D.           Other Due Diligence.
Satisfactory completion of the Bank’s due diligence, including satisfactory completion by the Bank of a collateral field
audit.


 


E.           Liens on Property.
Evidence, satisfactory to the Bank, that all personal property, fixtures and equipment, etc., in which the Bank is taking a security
interest is free and clear of all Liens of every nature and description other than Permitted Liens.


 


F.           Insurance. Insurance
policies with premiums prepaid, with issuing companies, coverages and amounts as are ordinarily carried by other companies similarly
situated in operating like business and properties, including products liability insurance, and insuring the Collateral against
loss or damage by fire and such other hazards, including extended coverage, vandalism, malicious mischief, and comprehensive public
liability insurance complying with Section 4.1. All policies shall name the Bank as additional insured and loss payee with
endorsements acceptable to the Bank.


 


G.           Authority. (1) A
copy of the certificate of incorporation of the Borrower, certified by the Delaware Secretary of State; (2) a Certificate of Good
Standing from the Delaware Secretary of State for the Borrower; (3) a copy of the Borrower’s bylaws and all amendments thereto;
(4) certified resolutions of the Borrower’s members/managers, authorizing the transactions described herein; (5) an incumbency
certificate setting forth the names, titles and true signatures of all officers or other Persons authorized to execute and deliver
Loan Documents on behalf of the Borrower; and (6) a certification that no event of dissolution has occurred with respect to the
Borrower.


 




    	16 



     


    

 


H.           Accounts. Evidence
that the Borrower’s deposit and operating account(s) (other than an Permitted Deposit Account but including, without limitation,
the Designated Deposit Account) are with the Bank and Borrower shall have completed all necessary documentation to authorize Bank
to make ACH withdrawals from the Designated Deposit Account for all principal, interest and fee payments due under the Loan Documents.


 


I.           Payment of Fees.
Contemporaneous with the closing, all of the Bank’s costs of providing the Credit Facilities, including all costs of insurance,
filings and recordings, and the reasonable fees of the attorneys for the Bank with respect to preparation and review of the Loan
Documents. In addition, contemporaneous with the closing, the Borrower shall have paid to the Bank a loan fee in an aggregate
amount of $100,000.


 


J.           Reports and Appraisals.
Copies of all inspection reports, collateral audits and appraisals related to the Collateral as the Bank deems necessary in its
sole discretion.


 


K.           Warrants. The Bank
shall have received a warrant to purchase Common Stock (such warrant to purchase Common Stock issued to the Bank, together with
(i) any additional warrant issued in connection with this Agreement, or (ii) any additional warrant delivered in substitution
or exchange for any such warrant to purchase Common Stock, collectively, the “Warrants”), in the form of Exhibit
B hereto, initially exercisable for a number of shares of Common Stock as set forth in the Warrant attached hereto as Exhibit
B, duly executed and delivered by the authorized officers of Borrower.


 


L.           Opinion of Borrower’s
Counsel. A written opinion of the Borrower’s legal counsel in form and substance reasonably acceptable to the Bank.



 


M.           Certifications. A
certificate of Borrower certifying that (a) the representations and warranties made by Borrower in Section 7 of this Agreement
are and will be correct in all material respects on and as of the date hereof, except to the extent that such representations
and warranties specifically refer to any earlier date, and (b) no Default or Event of Default has occurred and is continuing on
the date hereof or after giving effect to the loans.


 


N.           Landlord Agreements.
Executed Landlord Agreements from each location where Borrower maintains Collateral worth more than $100,000 in the aggregate,
including, without limitation, from the lessor of the Premises.


 




    	17 



     


    

 





		3.2	Conditions Precedent
                                         to Each Extension of Credit. Before any extension of credit governed by this Agreement,
                                         whether by disbursement of a loan, or otherwise, the following conditions must be satisfied
                                         in a manner acceptable to the Bank:



  


A.          Representations.
The representations of the Borrower in this Agreement and the other Loan Documents are true in all material respects on and as
of the date of any extension of credit; and


 


B.           No Event of Default.
No Default or Event of Default exists.


 


C.           Notice of Borrowing.
The Bank shall have received a Notice of Borrowing (in a minimum amount of $100,000 or a higher integral multiple of $50,000)
in the form of Exhibit A attached hereto (a “Notice of Borrowing”) not less than one (1) Business Day
prior to the date of such requested funding, provided that the Notice of Borrowing with respect to the borrowings made
on the Closing Date may be delivered on the Closing Date.


 


D.           Additional Documents.
Within ten (10) days following written request to the Borrower, the Bank has received any other documents as it may reasonably
request, which may include those items to be provided to the Bank pursuant to Section 3.1 current as of a recent date acceptable
to the Bank.


 


		3.3	Conditions Precedent
                                         to Additional Term Loan. Before any extension of credit governed by this Agreement,
                                         whether by disbursement of a loan, or otherwise, the following conditions must be satisfied
                                         in a manner acceptable to the Bank:



 


A.           Representations.
The representations of the Borrower in this Agreement and the other Loan Documents are true in all material respects on and as
of the date of any extension of credit; and


 


B.           No Event of Default.
No Default or Event of Default exists.


 


C.           Notice of Borrowing.
The Bank shall have received a Notice of Borrowing for the full amount of the Four Million Dollars and No/100 Cents ($4,000,000.00)
in the form of Exhibit A attached hereto (a “Notice of Borrowing”) not less than one (1) Business Day
prior to the date of such requested funding, provided that the Notice of Borrowing with respect to the borrowings made
on the Closing Date may be delivered on the Closing Date.


 


D.           Additional Documents.
Within ten (10) days following written request to the Borrower, the Bank has received any other documents as it may reasonably
request, which may include those items to be provided to the Bank pursuant to Section 3.1 current as of a recent date acceptable
to the Bank.


 


E.           Series A Preferred Stock.
The Borrower shall have completed its proposed sale of Series A Preferred Stock with gross sales proceeds (before the subtraction
therefrom for any underwriting discounts applied thereto) of not less than $15,000,000 by not later than November 30, 2015 and
caused the same to be deposited into the Designated Deposit Account.


 




    	18 



     


    

 


		4.	Affirmative Covenants. The
                                         Borrower shall and shall cause each of its Material Subsidiaries to:



 


		4.1	Insurance. Maintain
                                         insurance, reasonably satisfactory to the Bank, with financially sound and reputable
                                         insurers covering its properties and business against those casualties and contingencies
                                         and in the types and amounts as are in accordance with sound business and industry practices
                                         and deliver to the Bank copies of the policies of such insurance showing the Bank as
                                         a loss payee with respect to each policy of property or casualty insurance and naming
                                         the Bank as an additional insured with respect to each policy of liability insurance,
                                         and providing that not less than thirty (30) days’ prior written notice will be
                                         given to the Bank prior to any cancellation of, material reduction or change in coverage
                                         provided or other material modification of any such policy, and upon request of the Bank,
                                         reports on each existing insurance policy showing such information as the Bank may reasonably
                                         request.



 


		4.2	Existence; Payment of
                                         Obligations, etc. (a) Maintain its existence and business operations in accordance
                                         with all applicable laws and regulations, (b) pay its debts and obligations when due
                                         under normal terms except as would not reasonably be expected to have a material adverse
                                         effect on the financial condition of the Borrower, and (c) pay on or before their due
                                         date, all taxes, assessments, fees, charges and other governmental monetary obligations,
                                         except as they may be contested in good faith if they have been properly reflected on
                                         its books in accordance with GAAP and at the Bank’s request, adequate funds or
                                         other security have been pledged to ensure payment.



 


		4.3	Financial Records.
                                         Maintain proper books and records of account in accordance with GAAP.



 


		4.4	Inspection. Permit
                                         the Bank, at Borrower’s expense, to perform an annual collateral field audit of
                                         Borrower’s Accounts/accounts receivable, inventory and equipment during regular
                                         business hours and upon reasonable notice. At any time during regular business hours
                                         and as often as reasonably requested upon reasonable notice (but not more often than
                                         once in a calendar year unless (a) an Event of Default exists or (b) Bank, in its sole
                                         but reasonable discretion, has reason to require review and verification of compliance
                                         with the requirements of this Agreement) and at Borrower’s expense no more than
                                         two times in any calendar year, permit the Bank, or any employee, agent or representative
                                         thereof, to examine, audit and make copies and abstracts from Borrower’s records
                                         and books of account and to visit and inspect its properties, including, but not limited
                                         to, an annual collateral field audit on Borrower’s Accounts/accounts receivable,
                                         equipment and inventory, and to discuss its affairs, finances and accounts with any of
                                         its officers and key employees, and, upon request, furnish promptly to the Bank true
                                         copies of all financial information and internal management reports made available to
                                         their board of directors (or any committee thereof). Borrower shall furnish to the Bank
                                         such information concerning Borrower’s intellectual property (including, without
                                         limitation, application and registration numbers for any filings in connection with such
                                         intellectual property) as is reasonably necessary to permit the Bank to perfect a security
                                         interest in such intellectual property.



 




    	19 



     


    

 


		4.5	Financial Reports.
                                         Maintain a standard and modern system of accounting in accordance with GAAP and furnish
                                         to the Bank whatever information, books and records the Bank may reasonably request,
                                         including at a minimum: 



 


A.           As soon as available,
but in any event within twenty (20) days after the end of each calendar month, a monthly cash report, monthly accounts receivable
and payable reports with agings, monthly inventory and equipment reports and a monthly Asset Coverage Ratio report (as required
by Section 5.3B), all of the foregoing accompanied by a covenant compliance certificate (in the form of Exhibit E attached
hereto) executed by Borrower’s chief executive officer, chief financial officer, or other officer or person acceptable to
the Bank, on behalf of Borrower, demonstrating compliance with Section 5.3B as of the date of the certificate, all in reasonable
detail.


 


B.           As soon as available,
but in any event within forty-five (45) days after the last day of the first three (3) fiscal quarters of each fiscal year of
Borrower, a balance sheet of Borrower as at the end of such fiscal quarter, and the related statements of income and cash flows
for such fiscal quarter and for the portion of Borrower’s fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous
fiscal year, all in reasonable detail and accompanied by a covenant compliance certificate executed by Borrower’s chief
executive officer, chief financial officer, or other officer or person acceptable to the Bank (in its sole but reasonable discretion),
on behalf of Borrower, certifying compliance with the covenants herein and that no Default or Event of Default exists under any
provisions of this Agreement and demonstrating compliance with each of the covenants contained in Section 5.3 as of the date of
the certificate.


 


C.           Within thirty (30)
days of their filing, a copy of the federal and state income tax returns of the Borrower.


 


D.           Within one hundred
twenty (120) days after and as of the end of each fiscal year of Borrower, detailed consolidated and consolidating, if applicable,
financial statements including a balance sheet and statements of income, cash flow and retained earnings, such financial statement
to be audited by Grant Thornton LLP or audited by another independent Certified Public Accountant of recognized standing acceptable
to the Bank in the Bank’s sole but reasonable discretion and accompanied by a covenant compliance certificate executed by
Borrower’s chief executive officer, chief financial officer, or other officer or person acceptable to the Bank (in its sole
but reasonable discretion), certifying compliance with the covenants herein and that no Default or Event of Default exists under
any provisions of this Agreement and demonstrating compliance with each of the covenants contained in Section 5.3 as of the date
of the certificate. 


 




    	20 



     


    

 


E.           Within sixty (60)
days after the end of each fiscal year of Borrower, (i) an annual collateral field audit on the Eligible Accounts and (ii) annual
projections, as approved by the Board of Directors of Borrower, for Borrower’s next fiscal year.


 


All compiled, reviewed or audited
(as applicable) financial statements of Borrower specified in the preceding clauses shall be furnished in consolidated form for
Borrower and all Subsidiaries that Borrower may at any time have. Together with each delivery of financial statements required
by Section 4.5A, Borrower will deliver to the Bank a certificate of a principal officer of Borrower on behalf of Borrower
certifying that such financial statements fairly present, in all material respects, the financial position of Borrower and its
results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnotes and
stating that there exists no Default or Event of Default or, if any Default or Event of Default exists, specifying the nature
thereof, the period of existence thereof, and what action Borrower proposes to take with respect thereto.


 


		4.6	Taxes. Cause to be
                                         paid on a timely basis, or before they become delinquent all material taxes and assessments,
                                         special or otherwise, and any other such charges relating to the Collateral which become
                                         due and payable from time to time, except as they may be contested in good faith if they
                                         have been properly reflected on its books and appropriate reserves therefor have been
                                         established in accordance with GAAP.



 


		4.7	Maintenance of Properties.
                                         The Borrower will maintain, keep, and preserve all of its properties (tangible and intangible)
                                         necessary or useful in the proper conduct of its business in good working order and condition,
                                         ordinary wear and tear excepted. The Borrower shall from time to time make or cause to
                                         be made all necessary and proper repairs, renewals, replacements, additions, and improvements
                                         to its properties so that the business carried on by the Borrower may be properly and
                                         advantageously conducted at all times in accordance with prudent business management.



 


		4.8	Location of Collateral.
                                         Except as to Collateral located at a facility that has been disclosed to Bank in writing
                                         pursuant to this Section 4.8, and if reasonably requested by Bank, for which the Bank
                                         has been provided a landlord, processor or similar waiver in form satisfactory to the
                                         Bank, all Collateral now owned by Borrower is and will be, and all Collateral hereafter
                                         acquired by Borrower will be, and to the extent the Collateral consists of intangible
                                         property such as accounts, the records concerning the Collateral will be kept at the
                                         Premises and such additional locations as are disclosed in writing to the Bank and approved
                                         by the Bank, which approval shall not be unreasonably withheld. Except in the ordinary
                                         course of its business, Borrower shall not remove the Collateral to any location that
                                         has not been disclosed to Bank pursuant to this Section 4.8.



 




    	21 



     


    

 


		4.9	Notices of Claims, Litigation,
                                         Defaults, etc. Inform the Bank in writing promptly of (but not later than five (5)
                                         days following): (a) all existing and threatened litigation, claims, investigations,
                                         administrative proceedings and similar actions which could materially affect the financial
                                         condition of the Borrower; (b) the occurrence of any Default or Event of Default; (c)
                                         the institution of steps by the Borrower to withdraw from, or the institution of any
                                         steps to terminate, any employee benefit plan as to which the Borrower may have liability;
                                         and (d) any additions to or changes in the locations of the Borrower’s businesses.



 


		4.10	Additional Information.
                                         Promptly deliver to the Bank such additional information and statements as the Bank
                                         may reasonably request from time to time.



 


		4.11	Insurance Reports.
                                         Furnish to the Bank, promptly following the reasonable request of the Bank, reports on
                                         each existing insurance policy showing such information as the Bank may reasonably request.



 


		4.12	Other Agreements.
                                         Comply with all terms and conditions of all other agreements, whether now or hereafter
                                         existing, between the Borrower and any other party where the failure to so comply could
                                         reasonably be expected to have a Material Adverse Effect on the Borrower.



 


		4.13	Title to Assets and
                                         Property. Maintain good title to all of the Borrower’s assets and properties,
                                         free and clear of all Liens other than Permitted Liens, and defend such assets and properties
                                         against all claims and demands of all Persons at any time claiming any interest in them.



 


		4.14	Additional Assurances.
                                         Make, execute and deliver to the Bank such other agreements as the Bank may reasonably
                                         request to evidence the Credit Facilities and to perfect any security interests securing
                                         the Credit Facilities.



 


		4.15	Employee Benefit Plans.
                                         Maintain each employee benefit plan as to which the Borrower may have any liability
                                         in compliance in all material respects with all applicable requirements of law and regulations.



 


		4.16	Material Subsidiaries.
                                         



 


A.In the event that
Borrower creates or acquires a Domestic Material Subsidiary (or if a then-existing Domestic Subsidiary becomes a Domestic Material
Subsidiary), Borrower shall within forty-five (45) days (unless a longer period is agreed to by Bank) (a) cause such Domestic
Material Subsidiary (i) to execute and deliver a Guaranty, in favor of Bank, and (ii) to execute and deliver a security agreement,
substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (b) pledge
to Bank the ownership interests of Borrower in such Domestic Material Subsidiary pursuant to a pledge agreement substantially
in the form of the Pledge Agreement; and (c) deliver to Bank the outstanding share certificates (if any) (or other evidence of
its equity) evidencing such pledged ownership interests.


 




    	22 



     


    

 


B.In the event that
Borrower or any Domestic Subsidiary creates or acquires, a First Tier Foreign Subsidiary that is a Material Subsidiary (or if
a then-existing First Tier Foreign Subsidiary becomes a Material Subsidiary), then Borrower or such Subsidiary shall within forty-five
(45) days after such creation or acquisition (i) pledge to Bank sixty-five percent (65%) of the ownership interests in such First
Tier Foreign Subsidiary owned by Borrower or such Domestic Subsidiary pursuant to a Pledge Agreement substantially in the form
of Exhibit D hereto; (ii) deliver to Bank the outstanding share certificates (if any) (or other evidence of its equity)
evidencing such pledged ownership interests; and (iii) upon Bank’s request take such further actions as are reasonably necessary
(including, compliance with any and all foreign law requirements) to perfect Bank’s security interest in such pledged ownership
interests.


 


		4.17	Depository Relationship.
                                         Maintain all of its domestic banking depository and disbursement relationships with
                                         the Bank and establish such accounts and maintain balances therein with the Bank sufficient
                                         to cover the cost of all the Bank’s services; provided that the Bank in
                                         its sole discretion may permit the Borrower to maintain ancillary depository and disbursement
                                         relationships on such terms and conditions, and with such limitations, as the Bank may
                                         establish in its sole discretion and that Borrower may maintain any Permitted Deposit
                                         Account. For the avoidance of doubt, Borrower and its Subsidiaries may maintain foreign
                                         banking depository and disbursement relationships as required to conduct operations in
                                         foreign countries.



 


		4.18	Remittance Account.
                                         After the occurrence of a Default or Event of Default, at the request of the Bank,
                                         instruct Account Debtors to make payments directly to a lockbox or cash collateral account
                                         maintained by the Bank in the Borrower’s name, to be applied against the Liabilities
                                         or, at the Bank’s sole election and discretion, to be paid or turned over, in whole
                                         or in part, to the Borrower.



 


		4.19	Collateral. Notify
                                         Bank of any destruction of, or any substantial damage to, any material portion of the
                                         Collateral; keep Borrower’s equipment in good condition and repair, reasonable
                                         wear and tear excepted; and report, in form satisfactory to Bank, such information as
                                         Bank may reasonably request regarding the Collateral (such reports shall be for such
                                         periods, shall reflect Borrower’s records as at such time and shall be rendered
                                         with such frequency as Bank may reasonably designate). All information heretofore or
                                         hereafter furnished by Borrower to Bank is or will be true and correct in all material
                                         respects as of the date with respect to which such information is or will be furnished.



 




    	23 



     


    

 


		4.20	Post-Closing. Provide
                                         (a) within 5 Business Days of the Closing Date a fully executed copy of a Deposit
                                         Account Control Agreement with TD Bank, in form and substance satisfactory to Bank, (b)
                                         within 60 days of the Closing Date, evidence that all deposit accounts with TD Bank other
                                         than those covered by a deposit account control agreement in favor of Bank on terms satisfactory
                                         to Bank in its sole discretion have been closed and (c) within 10 Business Days of the
                                         Closing Date, a fully executed landlord lien waiver with Datapipe, Inc. for the premises
                                         located at Somerset II, 200 Campus Drive, Somerset, NJ 08873, in form and substance satisfactory
                                         to Bank.



 


		5.	Negative Covenants.



 


		5.1	Unless otherwise noted,
                                         the requirements set forth in this section will be computed in accordance with GAAP applied
                                         on a basis consistent with the most recent audited financial statements submitted by
                                         the Borrower to the Bank prior to the date of this Agreement.



 


		5.2	Without the written consent
                                         of the Bank, the Borrower will not and will not permit any of its subsidiaries to:



 


A.           Sale of Equity Interests.
Except as would not cause a Change in Control of the Borrower, issue, sell, or otherwise dispose of any of its Equity Interests,
without the prior written consent of the Bank.


 


B.           Investments, Loans and
Extensions of Credit. Loan or extend credit to, or make any other Investment in, any Person.


 


C.           Debt. Incur, contract
for, assume, or permit to remain outstanding any Indebtedness, other than (1) unsecured trade debt incurred in the ordinary course
of business, (2) indebtedness owing to the Bank, (3) financing for automobiles, (4) annual financing for professional insurance,
including directors & officers, errors & omission and employment practices liability insurance, and (5) indebtedness outstanding
as of the date hereof that has been disclosed to the Bank in writing and that is not to be paid with proceeds of borrowings under
the Credit Facilities.


 


D.           Guaranties. Guarantee
or otherwise become or remain secondarily liable on the undertaking of another, except for endorsement of drafts for deposit and
collection in the ordinary course of business.


 


E.           Liens. Create or
permit to exist any Lien on any of its property, real or personal, except: (1) existing Liens known to the Bank; (2) Liens to
the Bank; and (3) Liens incurred in the ordinary course of business securing current non-delinquent liabilities for taxes, worker’s
compensation, unemployment insurance, social security and pension liabilities (all of the foregoing collectively referred to as
“Permitted Liens”).


 




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F.           Use of Proceeds.
Use, or permit any proceeds of the Credit Facilities to be used, directly or indirectly, for the purpose of “purchasing
or carrying any margin stock” within the meaning of Federal Reserve Board Regulation U (and the Borrower will, promptly
following request by the Bank, deliver to the Bank a completed Federal Reserve Board Form U-1).


 


G.           Continuity of Operations.
(1) Engage in any business activities substantially different from those in which the Borrower is presently engaged; (2) cease
operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve, or sell any assets
out of the ordinary course of business (other than in connection with a Permitted Acquisition); (3) enter into any arrangement
with any Person providing for the leasing by the Borrower or any subsidiary of real or personal property which has been sold or
transferred by the Borrower or such subsidiary to such Person; or (4) change its business organization, the jurisdiction under
which its business organization is formed or organized, or its chief executive office, or any place of its businesses.


 


H.           Limitation on Negative
Pledge Clauses. Except for this Agreement and the other Loan Documents, enter into any agreement with any Person other than
the Bank which prohibits or limits the ability of the Borrower or any of its subsidiaries to create or permit to exist any lien
on any of its property, assets or revenues, whether now owned or hereafter acquired.


 


I.           Conflicting Agreements.
Enter into any agreement containing any provision which would be violated or breached by the performance of the Liabilities.


 


J.           Government Regulation.
(1) Be or become subject at any time to any law, regulation, or list of any government agency (including the U.S. Office of Foreign
Asset Control list) that prohibits or limits the Bank from making any advance or extension of credit to the Borrower or from otherwise
conducting business with the Borrower or any subsidiary, or (2) fail to provide documentary and other evidence of the Borrower’s
or any subsidiary’s identity as may be requested by the Bank at any time to enable the Bank to verify the Borrower’s
or such subsidiary’s identity or to comply with any applicable law or regulation, including Section 326 of the USA Patriot
Act of 2001, 31 U.S.C. Section 5318.


 


K.           Mergers, Sales of Assets.
(1) Merge or consolidate with any other Person or sell, lease, transfer, or otherwise dispose of all or any substantial part of
its assets; (2) change its name; or (3) wind up, liquidate, or dissolve, except that Borrower and its Subsidiaries may, in the
ordinary course of business, (a) sell inventory, (b) sell or dispose of other assets or properties no longer necessary for
the proper conduct of the business of Borrower having an accounting book value, in any single transaction, to not more than $100,000
in the ordinary course of business, (c) enter into transactions that are secured by Permitted Liens, make Permitted Investments,
and enter into other transactions that are otherwise permitted under Section 5.2 and that might constitute a transfer or disposition
of assets, (d) transfers of assets that have an aggregate value of not more than $250,000 in any fiscal year, and (e) merge any
Subsidiary into another Subsidiary or into Borrower.


 




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L.           Distributions. Make
any Distribution other than Permitted Distributions, so long as no Default or Event of Default has occurred and is continuing..


 


		5.3	Financial Covenants.
                                         Until all outstanding Liabilities (other than inchoate indemnity obligations) under
                                         this Agreement are paid in full and all of Bank’s commitments to make Advances
                                         hereunder have terminated or expired, Borrower will not:



 


A.           Maximum Senior Leverage
Ratio. Permit the Senior Leverage Ratio to be greater than 2.25 to 1.00 as of the last day of any fiscal quarter beginning
with the fiscal quarter ending September 30, 2016 and each quarter thereafter.


 


B.           Minimum Asset Coverage
Ratio. Permit the Asset Coverage Ratio (at all times but measured and reported monthly beginning at the end of the first full
month after the Closing Date) (i) at any time up to an including the period ending on December 31, 2015 to be less than 0.80 to
1.00, (ii) at any time after December 31, 2015 and up to an including the period ending on March 31, 2016 to be less than 0.90
to 1.00, and (iii) at any time thereafter to be less than 1.30 to 1.00.


 


C.           Minimum Consolidated
Adjusted EBITDA. At any time, permit Borrower’s Consolidated Adjusted EBITDA for the fiscal quarter ending on (i) September
30, 2015 to be less than $150,000 for such fiscal quarter; (ii) December 31, 2015 to be less than $500,000 for such fiscal quarter;
(iii) March 31, 2016 to be less than $950,000 for such fiscal quarter; and (iv) June 30, 2016 to
be less than $1,050,000 for such fiscal quarter.


 


		5.4	TD Bank Accounts.
                                         Borrower will not permit any deposit accounts with TD Bank not covered by (or in the
                                         process of being added to) a deposit account control agreement in favor of Bank on terms
                                         satisfactory to Bank in its sole discretion to have, in the aggregate, an outstanding
                                         balance of greater than $30,000 at any time.



 


		6.	Collateral Matters. Borrower
                                         authorizes the Bank to file financing statements describing the Collateral with the Secretary
                                         of State of the State of Delaware. The Borrower shall take whatever other actions are
                                         reasonably requested by the Bank to perfect and continue the Bank’s security interest
                                         in the Collateral. Upon the reasonable request of the Bank, the Borrower will deliver
                                         to the Bank any and all of the documents and instruments evidencing or constituting the
                                         Collateral or any part thereof, together with an appropriate endorsement or assignment
                                         thereof satisfactory to the Bank, and the Borrower will note the Bank’s security
                                         interest upon and all chattel paper included in the Collateral. The Borrower irrevocably
                                         appoints the Bank as the agent and attorney-in-fact of the Borrower to execute such documents
                                         and take such actions as the Bank deems necessary to preserve and perfect the Bank’s
                                         security interest in the Collateral.



 




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		7.	Representations.



 


		7.1	Representations and Warranties
                                         by Borrower. Borrower represents and warrants that: (a) the execution and delivery
                                         of this Agreement and the Notes and other Loan Documents, and the performance of the
                                         obligations they impose, do not violate any law, conflict with any agreement by which
                                         it is bound, or require the consent or approval of any governmental authority or other
                                         third party, (b) this Agreement and the Notes and other Loan Documents are valid and
                                         binding agreements, enforceable according to their terms, subject to bankruptcy, insolvency
                                         and similar laws affecting the rights of creditors generally and general principles of
                                         equity, (c) all balance sheets, profit and loss statements, and other financial statements
                                         and other information furnished to the Bank in connection with the Liabilities are accurate
                                         in all material respects and fairly reflect, in all material respects, the financial
                                         condition of the organizations and Persons to which they apply on their effective dates,
                                         including contingent liabilities of every type required by GAAP to be disclosed thereon,
                                         (d) no litigation, claim, investigation, administrative proceeding or similar action
                                         (including those for unpaid taxes) against the Borrower is pending or threatened in writing,
                                         and no other event has occurred which may in any one case or in the aggregate materially
                                         adversely affect the Borrower’s financial condition and properties, other than
                                         litigation, claims, or other events, if any, that have been disclosed to and acknowledged
                                         by the Bank in writing, (e) all of the Borrower’s tax returns and reports that
                                         are or were required to be filed, have been filed, and all taxes, assessments and other
                                         governmental charges have been paid in full, except those presently being contested by
                                         the Borrower in good faith and for which adequate reserves have been provided, (f) the
                                         Borrower is not a “holding company” or a company “controlled”
                                         by an “investment company”, within the meaning of the Investment
                                         Company Act of 1940, as amended, (g) the Borrower is not a “holding company”,
                                         or a “subsidiary company” of a “holding company”
                                         or an “affiliate” of a “holding company” or of a “subsidiary
                                         company” of a “holding company” within the meaning of the
                                         Public Utility Holding Company Act of 2005, as amended, (h) Borrower owns, or is licensed
                                         to use, all patents, patent rights, franchises, trademarks, trade names, copyrights,
                                         technology, know-how and processes necessary for the conduct of its business; (i) no
                                         part of the proceeds of the Credit Facilities will be used for “purchasing”
                                         or “carrying” any “margin stock” in violation
                                         of Regulation T, U or X of the Board of Governors of the Federal Reserve System of the
                                         United States (the “Board”) as now and from time to time hereafter
                                         in effect or for any purpose which violates the provisions of any regulations of the
                                         Board and Borrower is not engaged, nor will Borrower engage, principally or as one of
                                         its important activities, in the business of extending credit for the purpose of “purchasing”
                                         or “carrying” “margin stock” within the respective meanings of
                                         each of the quoted terms under Regulation T, U or X of the Board as now and from time
                                         to time hereafter in effect; (j) no statement, information, report, representation, or
                                         warranty made by Borrower or any subsidiary in any Loan Document or furnished to Bank
                                         in connection with any Loan Document contains any untrue statement of a material fact
                                         or omits to state any material fact necessary to make the statements herein or therein
                                         not misleading (it being recognized by Bank that the projections and forecasts provided
                                         by Borrower in good faith and based upon reasonable assumptions are not viewed as facts
                                         and that actual results during the period or periods covered by such projections and
                                         forecasts may differ from the projected or forecasted results); (k) Borrower and its
                                         Subsidiaries are in compliance in all material respects with all material Laws that are
                                         applicable to such Person; (l) Borrower and its Subsidiaries are Solvent on a consolidated
                                         basis; (m) Schedule 7(m) sets forth all subsidiaries of Borrower; and (n) attached
                                         hereto as Schedule 7.1(n) is a complete and accurate list as of the date hereof
                                         of all Material Contracts of the Borrower, showing the parties and subject matter thereof
                                         and amendments and modifications thereto, and except as set forth on Schedule 7.1(n),
                                         each Material Contract is not in default due to the action or inaction of the Borrower,
                                         and no Default or Event of Default has occurred and is continuing or will result from
                                         the consummation of this Agreement or any of the other Loan Documents, the consummation
                                         of the transactions contemplated hereby or thereby or the making of the loans hereunder.



 




    	27 



     


    

 


The Borrower further represents
that: (a) it is duly organized, existing and in good standing pursuant to the laws under which it is organized, and (b) the execution
and delivery of this Agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii)
have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its certificate
or articles of incorporation or organization, its bylaws, or any partnership, operating or other agreement governing its affairs.


 


		7.2	Representations Regarding
                                         Assets. With respect to any asset of Borrower utilized in the calculation of the
                                         Asset Coverage Ratio set forth in this Agreement, Borrower represents and warrants to
                                         the Bank: (1) each asset represented by Borrower to be eligible for Asset Coverage Ratio
                                         purposes of this Agreement conforms to the eligibility definitions set forth in this
                                         Agreement; (2) all asset values delivered to the Bank will be consistent with GAAP, subject
                                         to immaterial variance; and be determined on a consistent accounting basis; and (3) the
                                         Bank, its assigns, or agents shall have the right upon prior written notice to Borrower,
                                         to confirm with Account Debtors the accuracy of such Accounts maintained with the Borrower.



 


		8.	Default and Remedies.



 


8.1         Events
of Default. Each of the following shall constitute an “Event of Default” under this Agreement:


 


A.           The
Borrower fails to pay when due any principal or, within five (5) days after the same becomes due, any interest or other amount
under any Note or other Loan Document; or


 




    	28 



     


    

 


B.           The
Borrower fails to perform any agreement or covenant set forth in Sections 4.1, 4.2(a), 4.8 or 5.


 


C.           The
Borrower or any other Obligor fails to perform any agreement or covenant set forth in this Agreement or any other Loan Document,
other than as specified under clause A or B above, and such failure is not cured within thirty (30) days after the
earlier of (i) the Borrower’s becoming aware of such failure, or (ii) the Bank’s sending written notice to the Borrower
of such failure; or


 


D.Default
shall occur in the payment of any principal, interest, or premium with respect to any indebtedness of the Borrower or any other
Obligor for borrowed money in excess of $100,000 and such default shall continue for more than the period of grace, if any, therein
specified and shall not have been effectively waived, or if any such indebtedness shall be declared due and payable prior to the
stated maturity thereof; or


 


E.           Any
representation, warranty or certification, made or given in or pursuant to this Agreement by the Borrower or any other Obligor
or otherwise made by the Borrower or any other Obligor in writing in connection with this Agreement, proves to be untrue in any
material respect when such representation, warranty or certification is made or given hereunder; or


 


F.           The
Collateral, or any material part thereof, is damaged or destroyed by fire or other casualty and the cost to rebuild or reconstruct
or replace exceeds the face amount of insurance actually collected or in the process of collection through diligent efforts of
the Borrower, and the Borrower fails to deposit or to cause to be deposited with the Bank the deficiency within thirty (30) days
after the Bank’s written request therefor, unless such deficiency is less than $100,000; or


 


G.          Any
petition is filed or proceeding is commenced for any attachment, levy, or seizure of any property of the Borrower or any other
Obligor subject to a lien in favor of the Bank; or any judgment or judgments, writ or writs, warrant or warrants of attachment,
or any similar process or processes in an aggregate amount in excess of $100,000 shall be entered or filed against the Borrower
or any other Obligor or against any property or assets of the Borrower or any other Obligor and remains unvacated, unbonded or
unstayed for a period of thirty (30) days; or


 


H.           The
Borrower or any other Obligor: shall be unable to pay its debts as they become due; files a petition to take advantage of any
insolvency act; makes an assignment for the benefit of its creditors; commences a proceeding for or consents to the appointment
of a receiver, trustee, liquidator, or conservator of itself or of the whole or any substantial part of its property; files a
petition or answer to a petition under any chapter of the United States Bankruptcy Code, as amended, or files a petition or seeks
relief under or takes advantage of any other reorganization, arrangement or readjustment of debt, insolvency, or receivership
law or statute of the United States of America or any state thereof; or there is commenced against the Borrower or any other Obligor
any proceeding for any of the foregoing relief and such proceeding is not dismissed or stayed within thirty (30) days after the
commencement thereof; or if the Borrower or any other Obligor by any act indicates its consent to, or approval or authorization
of, any such proceeding or petition; or


 




    	29 



     


    

 


I.            Any
material provision of any Loan Document shall for any reason (other than pursuant to the terms thereof) cease to be valid and
binding on or enforceable against the Borrower or any other Obligor, or the Borrower or any other Obligor (or any Person on behalf
of the Borrower or any other Obligor) shall so state in writing or bring an action to limit its obligations or liabilities thereunder;
or the Security Agreement or any other applicable Loan Document shall for any reason (other than pursuant to the terms thereof)
cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for
any reason cease to be a perfected and valid first priority security interest subject only to Permitted Liens; or


 


J.           Prior
to the Bank’s filing of the financing statements showing the Borrower or any other Obligor as debtor, any other financing
statement showing the Borrower or such other Obligor as debtor and describing any of the Collateral shall be filed by a third
party, other than with respect to Permitted Liens; or


 


K.           The
Borrower or any other Obligor opens and/or maintains any of its banking depository and disbursement relationships with any bank
or other financial institution other than the Bank (except for any Permitted Deposit Account) unless that the Bank, in its sole
discretion, has permitted such relationship on such terms and conditions, and with such limitations, as the Bank may establish
in its sole discretion.


 


		8.2	Bank Remedies. Upon
                                         the occurrence of any Event of Default under Section 8.1I, the commitment (if
                                         any) of the Bank under this Agreement to extend credit or make disbursements to the Borrower
                                         shall automatically terminate and the unpaid principal amount of all outstanding Advances
                                         and the Term Loan and all other Liabilities shall automatically become due and payable
                                         without further act of the Bank. After the occurrence of any other Event of Default,
                                         after any applicable cure period has expired, the Bank shall have the right in addition
                                         to all the remedies conferred upon the Bank by law or equity or the terms of any of the
                                         Loan Documents, to do any or all of the following, concurrently or successively, without
                                         notice to the Borrower:



 


A.           Declare
the Liabilities to be, and the Liabilities shall thereupon become, immediately due and payable without prior notice to the Borrower;
and


 


B.           Terminate
the Bank’s commitment (if any) under this Agreement to extend credit of any kind or to make any disbursement, whereupon
such commitment shall terminate; and


 




    	30 



     


    

 


C.           Exercise
on behalf of itself all or any of its rights and remedies of a secured party under this Agreement, under any of the Loan Documents,
under the Uniform Commercial Code, and otherwise, including the right to foreclose the security interest granted herein by any
available judicial or other procedure and/or to take possession of any or all of the Collateral and the books and records relating
thereto with or without judicial process, for which purpose the Bank may enter on any or all of the properties where any of the
Collateral or books or records may be situated and take possession and remove the same therefrom in accordance with applicable
law; proceed to protect and enforce its rights or remedies either by suit in equity or by action at law, or both; require the
Borrower to assemble any or all of the Collateral and any or all certificates of title and other documents relating to the Collateral
at a place designated by the Bank; charge or set off all sums owing to the Bank by the Borrower against any and all of the Borrower’s
accounts (including accounts held jointly with others) and credit balances at the Bank, regardless of the stated maturity thereof;
exercise in the Borrower’s name all rights with respect to the Collateral, including the right to collect any and all money
due or to become due, endorse checks, notes, drafts, instruments, or other evidences of payment, receive and open mail addressed
to the Borrower, and settle, adjust, or compromise any dispute with respect to any item of Collateral; and to cause all or any
part of the Collateral to be transferred to or registered in its name or in the name of any other Person, with or without designating
the capacity of that nominee.


 


D.           Without
limiting any other available remedy, the Borrower is liable for any deficiency remaining after disposition of any Collateral.
The Borrower is liable to the Bank for all reasonable costs and expenses of every kind incurred (or charged by internal allocation)
in connection with the negotiation, preparation, execution, filing, recording, modification, supplementing and waiver of any Loan
Documents and the making, servicing and collection of the Notes or the other Loan Documents and any other amounts owed under the
Notes or the other Loan Documents, including reasonable attorneys’ fees and court costs. These costs and expenses include
any costs or expenses incurred by the Bank in any bankruptcy, reorganization, insolvency or other similar proceeding. 


 


E.           The
order and manner in which the Bank’s rights and remedies are to be exercised shall be determined by the Bank in its sole
and absolute discretion. Regardless of how the Bank may treat payments for the purpose of its own accounting, for the purpose
of computing the Liabilities under each Loan Document, payments shall be applied first, to costs and expenses (including
attorney costs) incurred by the Bank, second, to the payment of accrued and unpaid interest on the Notes to and including
the date of such application, third, to the payment of the unpaid principal of the Notes, and fourth, to the payment
of all other amounts (including fees) then owing to the Bank under the Loan Documents. No application of payments will cure any
Default or Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents,
or prevent the exercise, or continued exercise, of rights or remedies of Bank hereunder or thereunder or at Law or in equity.


 




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		8.3	Waivers. The Borrower
                                         waives: (a) to the extent not prohibited by law, all rights and benefits under any laws
                                         or statutes regarding sureties, as may be amended; (b) any right to receive notice of
                                         the following matters before the Bank enforces any of its rights: (i) the Bank’s
                                         acceptance of this Agreement, a Note or any other Loan Document, (ii) any credit that
                                         the Bank extends to the Borrower, (iii) the Borrower’s default, (iv) any demand,
                                         diligence, presentment, dishonor and protest, or (v) any action that the Bank takes regarding
                                         the Borrower, anyone else, any Collateral, or any of the Liabilities, that it might be
                                         entitled to by law, under any other agreement, in equity or otherwise; (c) any right
                                         to require the Bank to proceed against the Borrower, any other Obligor, or any Collateral,
                                         or pursue any remedy in the Bank’s power to pursue; (d) any defense based on any
                                         claim that any endorser’s or other Obligor’s obligations exceed or are more
                                         burdensome than those of the Borrower; (e) the benefit of any statute of limitations
                                         affecting liability of any endorser or other Obligor or the enforcement hereof; (f) any
                                         defense arising by reason of any disability or other defense of the Borrower or by reason
                                         of the cessation from any cause whatsoever (other than payment in full) of the obligation
                                         of the Borrower for the Liabilities; and (g) any defense based on or arising out of any
                                         defense that any Obligor may have to the payment or performance of the Liabilities or
                                         any portion thereof. The Borrower consents to any extension or postponement of time of
                                         its payment without limit as to the number or period, to any substitution, exchange or
                                         release of all or any part of the Collateral, to the addition of any other Person, and
                                         to the release or discharge of, or suspension of any rights and remedies against, any
                                         Obligor. The Bank may waive or delay enforcing any of its rights without losing them.
                                         Any waiver affects only the specific terms and time period stated in the waiver. No modification
                                         or waiver of any provision of this Agreement or any other Loan Document is effective
                                         unless it is in writing and signed by the Person against whom it is being enforced.



 


		8.4	Cooperation. The
                                         Borrower agrees to fully cooperate with the Bank and not to delay, impede or otherwise
                                         interfere with the efforts of the Bank to secure payment from the Collateral including
                                         actions, proceedings, motions, orders, agreements or other matters relating to relief
                                         from automatic stay, abandonment of Property, use of cash Collateral and sale of the
                                         Collateral free and clear of all Liens.



 


		8.5	Rights and Remedies Cumulative.
                                         All of the Bank’s rights and remedies, whether evidenced by this Agreement or by
                                         any other writing, shall be cumulative and may be exercised singularly or concurrently.
                                         Election by the Bank to pursue any remedy shall not exclude pursuit of any other remedy,
                                         and an election to make expenditures or to take action to perform an obligation of the
                                         Borrower under this Agreement, after the failure of the Borrower to perform, shall not
                                         affect the Bank’s right to declare a default and to exercise its remedies.



 




    	32 



     


    

 


		9.	Miscellaneous.



 


		9.1	Notice. Any communications,
                                         requests or notices required or appropriate to be given under this Agreement shall be
                                         in writing and addressed to the party from the notice intended as follows:



 


		BORROWER:	Medical Transcription Billing, Corp.



7 Clyde Road


Somerset, New Jersey 08873


Attn: Bill Korn, Chief Financial
Officer


Telephone: 732-873-5133 *****


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


and:


Medical Transcription
Billing, Corp.


7 Clyde Road


Somerset, New Jersey 08873


Attn: Amritpal Deol, General
Counsel


Telephone: 732-873-5133 *****


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


 





		BANK:	Opus Bank



343 Sansome Street #540


San Francisco, CA 94104


Attn: Douglas Stewart, Managing
Director


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


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


 


and:


Schiff Hardin LLP


233 South Wacker Drive


Suite 6600


Chicago, Illinois 60606-6473


Attn: Sean T. Maloney


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


 


Any notices and demands required
under this Agreement shall be in writing and delivered to the intended party at its address above by one of the following means:
(a) by hand, (b) by a nationally recognized overnight courier service, (c) by email or (d) by certified mail, postage prepaid,
with return receipt requested. Notice shall be deemed given: (a) upon receipt if delivered by hand, (b) on the Delivery Day after
the day of deposit with a nationally recognized courier service, (c) on the Delivery Day sent if sent by email, or (d) on the
third Delivery Day after the notice is deposited in the mail. Any party may change its address for purposes of the receipt of
notices and demands by giving notice of such change in the manner provided in this provision.


 




    	33 



     


    

 


		9.2	No Waiver. No delay
                                         on the part of the Bank in the exercise of any right or remedy waives that right or remedy.
                                         No single or partial exercise by the Bank of any right or remedy precludes any other
                                         future exercise of it or the exercise of any other right or remedy. No waiver or indulgence
                                         by the Bank of any default is effective unless it is in writing and signed by the Bank,
                                         nor shall a waiver on one occasion bar or waive that right on any future occasion.



 


		9.3	Integration. This
                                         Agreement, the Notes and the other the Loan Documents embody the entire agreement and
                                         understanding between the Borrower and the Bank and supersede all prior agreements and
                                         understandings relating to their subject matter. If any one or more of the Liabilities
                                         is invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
                                         enforceability of the remaining obligations of the Borrower shall not in any way be affected
                                         or impaired, and the invalidity, illegality or unenforceability in one jurisdiction shall
                                         not affect the validity, legality or enforceability of the Liabilities in any other jurisdiction.



 


		9.4	Governing Law and Venue.
                                         This Agreement shall be governed by the laws of the state of New York (without giving
                                         effect to its laws of conflicts). Borrower agrees that any legal action or proceeding
                                         with respect to any of the Liabilities may be brought by the Bank in any state or federal
                                         court located in the city of San Francisco, 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.



 


		9.5	Captions. Section
                                         headings are for convenience of reference only and do not affect the interpretation of
                                         this Agreement.



 


		9.6	Subsidiaries of Borrower.
                                         To the extent the context of any representation, warranty or covenant of this Agreement
                                         makes it appropriate, the word “Borrower” as used in this Agreement
                                         shall include all of the Borrower’s Material Subsidiaries.



 


		9.7	Survival of Representations
                                         and Warranties. The Borrower understands and agrees that in extending the Credit
                                         Facilities, the Bank is relying on all representations, warranties, and covenants made
                                         by the Borrower in this Agreement or in any certificate or other instrument delivered
                                         by the Borrower to the Bank under this Agreement. The Borrower further agrees that regardless
                                         of any investigation made by the Bank, all such representations, warranties and covenants
                                         will survive the making of the Credit Facilities and delivery to the Bank of this Agreement,
                                         shall be continuing in nature, and shall remain in full force and effect until such time
                                         as the Liabilities shall be paid in full.



 




    	34 



     


    

 


		9.8	Non-Liability of the
                                         Bank. The relationship between the Borrower and the Bank created by this Agreement
                                         is strictly a debtor and creditor relationship and not fiduciary in nature, nor is the
                                         relationship to be construed as creating any partnership or joint venture between the
                                         Bank and the Borrower. The Borrower is exercising the Borrower’s own judgment with
                                         respect to the Borrower’s business. All information supplied to the Bank is for
                                         the Bank’s protection only and no other party is entitled to rely on such information.
                                         There is no duty for Bank to review, inspect, supervise or inform the Borrower of any
                                         matter with respect to the Borrower’s business. The Bank and the Borrower intend
                                         that the Bank may reasonably rely on all information supplied by the Borrower to the
                                         Bank, together with all representations and warranties given by the Borrower to the Bank,
                                         without investigation or confirmation by the Bank and that any investigation or failure
                                         to investigate will not diminish the Bank’s right to so rely.



 


		9.9	Indemnification of the
                                         Bank. The Borrower agrees to indemnify, defend and hold the Bank and any of its subsidiaries
                                         or affiliates or their successors, and each of their respective shareholders, directors,
                                         officers, employees and agents (collectively, the “Indemnified Persons”)
                                         harmless from any and all obligations, claims, liabilities, losses, damages, penalties,
                                         fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any
                                         kind or nature (including any Indemnified Person’s reasonable attorneys’
                                         fees) (collectively, the “Claims”) which may be imposed upon, incurred
                                         by or assessed against any Indemnified Person arising out of or relating to this Agreement;
                                         the exercise of the rights and remedies granted under this Agreement (including the enforcement
                                         of this Agreement and the defense of any Indemnified Person’s action or inaction
                                         in connection with this Agreement); and in connection with the Borrower’s failure
                                         to perform all of the Liabilities, except to the limited extent that the Claims against
                                         any such Indemnified Person are found by a court of competent jurisdiction in a final
                                         non-appealable judgment to have been caused by such Indemnified Person’s gross
                                         negligence or willful misconduct. The indemnification provided for in this section shall
                                         survive the termination of this Agreement and the payment of the Liabilities and shall
                                         extend to and continue to benefit each individual or entity who is or has at any time
                                         been an Indemnified Person.



 


The Borrower’s indemnity
obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount
of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance
policy or policies affecting the Borrower’s assets or the Borrower’s business activities. Should any Claim be made
or brought against any Indemnified Person by reason of any event as to which the Borrower’s indemnification obligations
apply, then, upon any Indemnified Person’s demand, the Borrower, at its sole cost and expense, shall defend such Claim in
the Borrower’s name, if necessary, by the attorneys for the Borrower’s insurance carrier (if such Claim is covered
by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage
its own attorneys at its reasonable discretion to defend the Borrower and to assist in its defense and the Borrower agrees to
pay the fees and disbursements of such attorneys.


 




    	35 



     


    

 


		9.10	Counterparts. This
                                         Agreement may be executed in multiple counterparts, each of which, when so executed,
                                         shall be deemed an original, but all such counterparts, taken together, shall constitute
                                         one and the same agreement.



 


		9.11	Sole Discretion of the
                                         Bank; Exclusive Right of the Bank to Take Action. Whenever any consent, determination,
                                         approval or other action of the Bank is required or permitted under this Agreement, any
                                         such determination and the decision as to whether or not to consent or approve or take
                                         such other action shall be in the sole and exclusive reasonable discretion of the Bank,
                                         and only the Bank, and the Bank’s decision shall be final and conclusive and no
                                         other action, consent, determination or approval shall be required.



 


		9.12	Advice of Counsel.
                                         The Borrower acknowledges that it has been advised by counsel, or had the opportunity
                                         to be advised by counsel, in the negotiation, execution and delivery of this Agreement
                                         and any documents executed and delivered in connection with the Credit Facilities.



 


		9.13	Recovery of Additional
                                         Costs.  If any Change in Law shall impose, modify, or make applicable any reserve
                                         requirements, capital adequacy requirements, or other obligations which would (A) increase
                                         the cost to the Bank for extending or maintaining the Credit Facilities, (B) reduce the
                                         amounts payable to the Bank under the Credit Facilities, or (C) reduce the rate of return
                                         on the Bank’s capital as a consequence of the Bank’s obligations with respect
                                         to the Credit Facilities, then the Borrower agrees to pay the Bank such additional amounts
                                         as will compensate the Bank therefor, within five (5) days after the Bank’s written
                                         demand for such payment. The Bank’s demand shall be accompanied by an explanation
                                         of such imposition or charge and a calculation in reasonable detail of the additional
                                         amounts payable by the Borrower, which explanation and calculations shall be conclusive
                                         absent manifest error.



 


		9.14	Taxes. Any and all
                                         payments by or on account of any obligation of the Borrower under any Loan Document shall
                                         be made without deduction or withholding for any Taxes, except as required by applicable
                                         law. If any applicable law (as determined in the good faith discretion of the Bank) requires
                                         the deduction or withholding of any Tax from any such payment by the Bank, then the Bank
                                         shall be entitled to make such deduction or withholding and shall timely pay the full
                                         amount deducted or withheld to the relevant governmental authority in accordance with
                                         applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower
                                         shall be increased as necessary so that after such deduction or withholding has been
                                         made (including such deductions and withholdings applicable to additional sums payable
                                         under this Section) the Bank receives an amount equal to the sum it would have received
                                         had no such deduction or withholding been made.



 




    	36 



     


    

 


The Borrower
shall timely pay to the relevant governmental authority in accordance with applicable law, or at the option of the Bank timely
reimburse it for the payment of, any Other Taxes. As soon as practicable after any payment of Taxes by the Borrower to a governmental
authority pursuant to this Section, the Borrower shall deliver to the Bank the original or a certified copy of a receipt issued
by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Bank.


 


The Borrower shall indemnify the
Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section) payable or paid by the Bank or required to be withheld or
deducted from a payment to the Bank and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority. The Bank’s demand
shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts
payable by the Borrower, which explanation and calculations shall be conclusive absent manifest error.


 


The provisions of and undertakings
and indemnification set forth in this section shall survive the termination of the this Agreement and the payment of the Liabilities.


 


		9.15	Conflicting Terms.
                                         If this Agreement is inconsistent with any provision in any agreement related to the
                                         Credit Facilities, the provisions of this Agreement shall control any such inconsistency.



 


		9.16	Fees and Expenses.
                                         The Borrower shall promptly pay or reimburse the Bank for all reasonable expenses,
                                         regardless of whether the loans are disbursed in whole or in part, incurred in connection
                                         with the issuance of the Bank’s commitment letter and the making of the loans,
                                         including preparation and review of all Loan Documents by the Bank’s outside counsel,
                                         taxes of any kind, appraisal, recording costs, inspection costs and attorneys’
                                         fees. The Borrower shall pay promptly to the Bank on demand reasonable attorneys’
                                         fees and all costs and other expenses paid or incurred by the Bank in duly enforcing
                                         or exercising its rights or remedies created by, connected with or provided in this Agreement,
                                         the Notes, or the other Loan Documents or as a result of any litigation or threatened
                                         litigation or the preparation therefore in which the Bank is a party or threatened to
                                         be made a party and which in any way whatsoever relates to this Agreement. These costs
                                         and expenses include any costs or expenses incurred by the Bank in any bankruptcy, reorganization,
                                         insolvency or other similar proceeding.



 




    	37 



     


    

 


		9.17	Indemnity Agreement.
                                         The Borrower agrees to indemnify, defend, and hold the Bank harmless from and against
                                         any and all losses, damages, liabilities, and expenses (including reasonable attorneys’
                                         fees) the Bank may sustain as a consequence of the occurrence of any Default or Event
                                         of Default or the breach or inaccuracy of any representation and warranty made by the
                                         Borrower in this Agreement or any document, financial statement, credit information,
                                         certificate, or statement furnished to the Bank. The Borrower agrees to indemnify, defend,
                                         and hold the Bank harmless from and against any and all losses, damages, liabilities,
                                         and expenses (including reasonable attorneys’ fees) that at any time or from time
                                         to time may be paid, incurred, or suffered by, or asserted against, the Bank for, with
                                         respect to, or as a direct or indirect result of the presence on or under, or the escape,
                                         seepage, leakage, spillage, discharge, emission, or release from, the Premises or any
                                         part thereof, into or upon any land, the atmosphere, or any water course, body of water,
                                         or wet lands, of any Hazardous Material occurring during or prior to the period of ownership
                                         of the Premises or any part thereof by the Borrower or as a result of conditions existing
                                         during such period (including any losses, liabilities, damages, or expenses asserted
                                         or arising under any applicable law or regulation). The provisions of and undertakings
                                         and indemnification set forth in this section shall survive the termination of this Agreement
                                         and the payment of the Liabilities.



 


		10.	USA PATRIOT ACT NOTIFICATION.
                                         The following notification is provided to the Borrower pursuant to Section 326 of the
                                         USA PATRIOT Act of 2001, 31 U.S.C. Section 5318:



 


IMPORTANT INFORMATION ABOUT
PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal
law requires all financial institutions to obtain, verify, and record information that identifies each Person that opens an account,
including any deposit account, treasury management account, loan, other extension of credit, or other financial services product.
What this means for the Borrower: When the Borrower opens an account, if the Borrower is an individual the Bank will ask for the
Borrower’s name, taxpayer identification number, residential address, date of birth, and other information that will allow
the Bank to identify the Borrower, and if the Borrower is not an individual the Bank will ask for the Borrower’s name, taxpayer
identification number, business address, and other information that will allow the Bank to identify the Borrower. The Bank may
also ask, if the Borrower is an individual to see the Borrower’s driver’s license or other identifying documents,
and if the Borrower is not an individual to see the Borrower’s legal organizational documents or other identifying documents.


 


		11.	WAIVER OF SPECIAL DAMAGES.
                                         THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED
                                         MAY HAVE TO CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR PROCEDING ANY SPECIAL,
                                         EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.



 




    	38 



     


    

 


		12.	Judicial Reference Waiver
                                         of Jury Trial. In all the Loan Documents the sections regarding “Jury Trial
                                         Waiver” are hereby deleted in their entirety and all claims in connection with
                                         the Loan Documents shall be determined by a consensual general judicial reference, pursuant
                                         to the provisions of California Code of Civil Procedure §§ 638 et seq.,
                                         as such statutes may be amended or modified from time to time, and as more fully set
                                         forth in Exhibit C.



 


[Rest of Page Intentionally Blank; Signatures
Appear on Following Page]


 




    	39 



     


    




 


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







 





Signature Page to Credit Agreement










 




     


     


    

 


Exhibit
A


 


FORM OF NOTICE OF BORROWING


 


Date: _______________, ____


 


		To:	Opus Bank,

 as Lender



 


Ladies and Gentlemen:


 


Reference is made
to that certain Credit Agreement dated as of September ____, 2015 among Medical Transcription
Billing, Corp. a Delaware corporation (“Borrower”), and Opus
Bank, a California Commercial Bank (“Bank”) (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement”, the terms defined therein being used herein as therein
defined).


 


The undersigned hereby
requests a Borrowing of a Loan:


 


1.            On                                                                            


 





2.            Consisting
of a [Term Loan in the amount of $4,000,000 under Loan Number *********]1[and]
[an Advance on the Revolving Loan in the amount of [$___________] under Loan Number *********
]2[Additional Term Loan in the amount of $4,000,000 under Loan Number *********]3


 





The foregoing request
complies with the requirements of Section 3.2 of the Agreement. The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the above date, before and after giving effect to the Loan:


 


(a)          The representations
and warranties made by Borrower in Section 7 of the Agreement are and will be correct in all material respects on and as of the
date of this Loan, except to the extent that such representations and warranties specifically refer to any earlier date; and


 


(b)          No Default
or Event of Default has occurred and is continuing on the date hereof or after giving effect to the Loan.


 





	 	Medical Transcription Billing Corp.,  a 

Delaware corporation, as Borrower
	 	 
	 	By:	 	 
	 	Printed Name:	 
	 	Its:	 	 







  


 






1
Term Loan only available on the Closing Date.


2
Available in a minimum amount of $100,000 or a higher integral multiple of $50,000.


3
Additional Term Loan only available upon the satisfaction of Section 3.3 of the Agreement.



 




    	A-1 



     


    

 


Exhibit
B


 


FORM
OF WARRANT 




(See Attached)


 




     


     


    

 


Exhibit
C


Judicial
Reference and Waiver of Jury Trial


 


1.           DEFINED TERMS.
Initially capitalized terms shall have the meanings given to such terms in the agreement. In addition, the following term
when used in this agreement shall have the meaning set forth below (such meaning to be equally applicable to both the singular
and plural forms of the term defined):


 


(a)          “Claim”
means any claim, cause of action, dispute or controversy between or among the Parties, whether sounding in contract, tort
or otherwise, which arises out of or relates to: (i) any of the Loan Documents, (ii) any negotiations, communications,
alleged promises, or representations relating to any of the Loan Documents, whether or not incorporated into the Loan Documents
or (iii) any indebtedness incorporated into or evidenced by any of the Loan Documents.


 


2.           CLAIMS SUBJECT
TO JUDICIAL REFERENCE; CONDUCT OF REFERENCE.


 


(a)          Each Claim
shall be determined by a consensual general judicial reference (the “Reference”) pursuant to the provisions
of California Code of Civil Procedure §§ 638 et seq., as such statutes may be amended or modified from time to
time.


 


(b)          Upon a
written request of Bank or Borrower, or upon an appropriate motion by Bank or Borrower, any pending action relating to any Claim
and every Claim shall be heard by a single Referee who shall then try all issues (including any and all questions of law and questions
of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s
statement of decision will constitute the conclusive determination of the Claim. The Bank and Borrower agree that the Referee
shall have the power to issue all legal and equitable relief appropriate under the circumstances before him/her.


 


(c)           The parties
shall promptly and diligently cooperate with one another and the Referee, and shall perform such acts as may be necessary to obtain
prompt and expeditious resolution of all Claims in accordance with the terms of this Agreement.


 


(d)           Bank
or Borrower may file the Referee’s findings, conclusions and statement with the clerk or judge of any appropriate court,
file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such
court, the Referee may be required to complete the report and resubmit it.


 


(e)           Bank or
Borrower will have such rights to assert such objections as are set forth in California Code of Civil Procedure §§ 638
et seq.,


 


(f)           The
Reference shall be closed to the public and confidential. All records relating to the Reference shall be permanently sealed when
the order thereon become final.


 


3.           SELECTION
OF REFEREE; POWERS. 


 


(a)          The Bank
and Borrower shall select a single neutral referee (the “Referee”), who shall be a retired judge or
justice of the courts of the State of California, or a federal court judge, in each case, with at least ten years of judicial
experience in civil matters. The Referee shall be appointed in accordance with California Code of Civil Procedure Section 638
(or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts).


 




     


     


    

 


(b)           If within ten
(10) days of the request or motion for the Reference, Bank or Borrower cannot agree upon a Referee, either Party may request or
move that the Referee be appointed by the court. The Referee shall determine all issues relating to the applicability, interpretation,
legality and enforceability of this Agreement.


 


4.           PROVISIONAL
REMEDIES, SELF-HELP AND FORECLOSURE.


 


(a)          No
provision of this Agreement shall limit the right of Bank or Borrower to (i) exercise self-help remedies including, without
limitation, set-off, (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral,
(iii) exercise any judicial or power of sale rights, or (iv) obtain or oppose provisional or ancillary remedies, including without
limitation, injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies
from a court of competent jurisdiction before, after or during the pendency of the Reference.


 


(b)           The exercise
of, or opposition to, any such remedy does not waive the right of Bank or Borrower to the Reference pursuant to this Agreement.


 


5.           COSTS AND
FEES.


 


(a)          Promptly following
the selection of the Referee, the Bank and Borrower shall advance equal portions of the estimated fees and costs of the Referee.


 


(b)           In the statement
of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing
party, if any, and may order the Referee’s fees to be paid or shared by the Bank or Borrower in such manner as the Referee
deems just.