Exhibit 10.1


 





 





 


MODIFICATION
AGREEMENT


 


This MODIFICATION AGREEMENT
is entered into as of March 6, 2015, between Medical Transcription Billing, Corp., a Delaware corporation, with an
address of 7 Clyde Road, Somerset, New Jersey 08873 (the "Borrower") and TD Bank, N.A., a
National Association with an address of 560 Route 22 East, Bridgewater, New Jersey 08807 (the "Bank").


 


WHEREAS, the Bank established
a revolving line of credit (the "Revolving Loan") for Borrower which matures on November 30, 2015 (the "Maturity
Date") respecting which Bank agreed to lend to Borrower upon Borrower’s request, but subject to the terms and conditions
set forth in various loan documents, of up to Four Hundred Thousand Dollars and Zero Cents ($400,000.00) (the "Revolving
Loan Amount");


 


WHEREAS, the Revolving
Loan is evidenced by that certain Revolving Term Note, dated January 31, 2011 (as previously amended, modified or supplemented,
the "Note"), by the Borrower in favor of the Bank in the face amount of the Revolving Loan Amount;


 


WHEREAS, pursuant to one
or more previous amendments, modifications or supplements the original principal amount of the Note was changed to $1,215,000.00;


 


WHEREAS, in connection
with the Revolving Loan, Borrower entered into that certain Loan and Security Agreement, dated January 31, 2011 (as previously
amended, modified or supplemented, the "Loan Agreement");


 


WHEREAS, as further security
for the Loan, Mahmud U. Haq issued a guaranty, dated January 31, 2011 (as previously amended, modified or supplemented,
the "Mahmud U. Haq Guaranty"), pursuant to which Mahmud U. Haq guaranteed to the Bank the payment and performance of
all of the Borrower's obligations with respect to the Loan and the other Loan Documents (as hereinafter defined);


 


WHEREAS, as further security
for the Loan, Mehnaz Haq issued a guaranty, dated January 31, 2011 (as previously amended, modified or supplemented, the
"Mehnaz Haq Guaranty"), pursuant to which Mehnaz Haq guaranteed to the Bank the payment and performance of all of the
Borrower's obligations with respect to the Loan and the other Loan Documents (as hereinafter defined);


 


WHEREAS, the Loan Agreement,
the Note, the Mahmud U. Haq Guaranty and the Mehnaz Haq Guaranty and all other documents and instruments executed in connection
with or relating to the Loan are referred to herein, collectively, as the "Loan Documents"; and all collateral granted
to the Bank to secure the Loan is referred to herein, collectively, as the "Collateral";


 


WHEREAS, the Borrower has
requested and the Bank has agreed to increase the amount of availability under the Loan Documents;


 


WHEREAS, the Borrower and
the Bank have agreed to modify the Loan and the Loan Documents in accordance with the terms of this Agreement.


 


NOW THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Borrower mutually agree
as follows:


 


1.   MODIFICATION


 


1.1           Recitals
and Representations Accurate. The above recitals are hereby made a part of this Agreement and the Borrower acknowledges and
agrees that each of the recitals is true and correct.


 


1.2           Ratification.
All of the terms, covenants, provisions, representations, warranties, and conditions of the Loan Documents, as amended or modified
hereby, are ratified, acknowledged, confirmed, and continued in full force and effect as if fully restated herein.


 


Loan Number - Note 1: 19335890001


 




    	 



    	 



    

 


1.3           Increased
Availability. Availability under the Loan Documents shall be increased from One Million, Two Hundred Fifteen Thousand Dollars
and Zero Cents ($1,215,000.00) to Three Million Dollars and Zero Cents ($3,000,000.00) (the "Revised
Borrowing Limit") and all references to availability in the Loan Documents shall be modified accordingly.


 


1.4           Amended
and Restated Note. The Note shall be amended and restated in the form attached hereto as Exhibit A (the "Amended Note").


 


1.5           Representations
and Warranties. The Borrower hereby represents and warrants to the Bank that:


 


		(a)	The person executing this Agreement is duly authorized
to do so and to bind the Borrower to the terms hereof;



 


		(b)	Each of the Loan Documents is a valid and legal binding
obligation of the Borrower, enforceable in accordance with its terms, and is not subject to any defenses, counterclaims, or offsets
of any kind;



 


		(c)	All financial statements delivered to the Bank were true,
accurate and complete, in all material respects, as of the date of delivery to the Bank;



 


		(d)	Since the date of the Loan Documents there has been no
material adverse change in the condition, financial or otherwise, of the Borrower, except as disclosed to the Bank in writing;



 


		(e)	There exists no action, suit, proceeding or investigation,
at law or in equity, before any court, board, administrative body or other entity, pending or threatened, affecting the Borrower
or its property, wherein an unfavorable decision, ruling or finding would materially adversely affect the business operations,
property or financial condition of the Borrower; and



 


		(f)	There exists no event of default, or other circumstance
that with the passage of time or giving of notice or both will become an event of default, under any of the Loan Documents.



 


1.6           Interest,
Fees, Costs and Expenses. The Borrower shall, simultaneously with the execution of this Agreement, pay to the Bank all accrued
interest owing on the Loan as of the date of this Agreement together with all fees, costs and expenses due and owing to the Bank
by the Borrower under the Loan Documents.


 


2.     Miscellaneous


 


2.1           Set-Off.
The Borrower hereby grants to the Bank a continuing lien and security interest in any and all deposits or other sums at any time
credited by or due from the Bank to the Borrower and any cash, securities, instruments
or other property of the Borrower in the possession of the Bank, whether for safekeeping
or otherwise, or in transit to or from the Bank (regardless of the reason the Bank
had received the same or whether the Bank has conditionally released the same) as security
for the full and punctual payment and performance of all of the liabilities and obligations of the Borrower to the Bank
and such deposits and other sums may be applied or set off against such liabilities and obligations of the Borrower to the Bank
at any time, whether or not such are then due, whether or not demand has been made and whether
or not other collateral is then available to the Bank.


 


2.2           Release
of the Bank. The Borrower hereby confirms that as of the date hereof it has no claim, set-off, counterclaim, defense, or other
cause of action against the Bank including, but not limited to, a defense of usury, any claim or cause of action at common law,
in equity, statutory or otherwise, in contract or in tort, for fraud, malfeasance, misrepresentation, financial loss, usury, deceptive
trade practice, or any other loss, damage or liability of any kind, including, without limitation, any claim to exemplary or punitive
damages arising out of any transaction between the Borrower and the Bank. To the extent that any such set-off, counterclaim, defense,
or other cause of action may exist or might hereafter arise based on facts known or unknown that exist as of this date, such set-off,
counterclaim, defense and other cause of action is hereby expressly and knowingly waived and released by the Borrower. The Borrower
acknowledges that this release is part of the consideration to the Bank for the financial and other accommodations granted by the
Bank in this Agreement.


 


Loan Number - Note 1: 19335890001


 




    	2



    	 



    

 


2.3           Costs
and Expenses. The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in establishing, maintaining,
protecting or enforcing any of the Bank's rights or any of the obligations owing by the Borrower to the Bank, including, without
limitation, any and all such costs and expenses incurred or paid by the Bank in defending the Bank's security interest in, title
or right to, the Collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of the Loan.


 


2.4           Indemnification.
The Borrower shall indemnify, defend and hold the Bank and its directors, officers, employees, agents and attorneys (each an "Indemnitee")
harmless against any claim brought or threatened against any Indemnitee by the Borrower or any guarantor or endorser of the obligations
of the Borrower to the Bank, or any other person (as well as from attorneys' fees and expenses in connection therewith) on account
of the Bank's relationship with the Borrower, or any guarantor or endorser of the obligations of the Borrower to the Bank (each
of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank's election, but at the expense of
the Borrower), except for any claim arising out of the gross negligence or willful misconduct of the Bank. The within indemnification
shall survive payment of the obligations of the Borrower to the Bank, and/or any termination, release or discharge executed by
the Bank in favor of the Borrower.


 


2.5           Severability.
If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall
to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application
thereof to other persons or circumstances shall not be affected thereby.


 


2.6           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute
but one agreement.


 


2.7           Complete
Agreement. This Agreement and the other Loan Documents constitute the entire agreement and understanding between and among
the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings
among the parties hereto with respect to such subject matter.


 


2.8           Binding
Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators,
legal representatives, successors and assigns of the parties hereto, and shall remain in full force and effect (and the Bank shall
be entitled to rely thereon) until released in writing by the Bank. The Bank may transfer and assign this Agreement and deliver
the Collateral to the assignee, who shall thereupon have all of the rights of the Bank; and the Bank shall then be relieved and
discharged of any responsibility or liability with respect to this Agreement and the Collateral. Except as expressly provided herein
or in the other Loan Documents, nothing, expressed or implied, is intended to confer upon any party, other than the parties hereto,
any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.


 


2.9           Further
Assurances. The Borrower will from time to time execute and deliver to the Bank such documents, and take or cause to be taken,
all such other further action, as the Bank may request in order to effect and confirm or vest more securely in the Bank all rights
contemplated by this Agreement (including, without limitation, to correct clerical errors) or to vest more fully in or assure to
the Bank the security interest in the Collateral or to comply with applicable statute or law and to facilitate the collection of
the Collateral (including, without limitation, the execution of stock transfer orders and stock powers, endorsement of promissory
notes and instruments and notifications to obligors on the Collateral). To the extent permitted by applicable law, the Borrower
authorizes the Bank to file financing statements, continuation statements or amendments without the Borrower's signature appearing
thereon, and any such financing statements, continuation statements or amendments may be signed by the Bank on behalf of the Borrower,
if necessary, and may be filed at any time in any jurisdiction. The Bank may at any time and from time to time file financing statements,
continuation statements and amendments thereto which contain any information required by the New Jersey Uniform Commercial Code
(Title 12A N.J.S.A.) as amended from time to time (the "Code") for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment, including whether the Borrower is an organization, the type of organization
and any organization identification number issued to the Borrower. The Borrower agrees to furnish any such information to the Bank
promptly upon request. In addition, the Borrower shall at any time and from time to time take such steps as the Bank may reasonably
request for the Bank (i) to obtain an acknowledgment, in form and substance satisfactory to the Bank, of any bailee having possession
of any of the Collateral that the bailee holds such Collateral for the Bank, (ii) to obtain "control" (as defined in
the Code) of any Collateral comprised of deposit accounts, electronic chattel paper, letter of credit rights or investment property,
with any agreements establishing control to be in form and substance satisfactory to Bank, and (iii) otherwise to insure the continued
perfection and priority of the Bank's security interest in any of the Collateral and the preservation of its rights therein. The
Borrower hereby constitutes the Bank its attorney-in-fact to execute, if necessary, and file all filings required or so requested
for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an
interest, shall be irrevocable until this Agreement terminates in accordance with its terms, all obligations of the Borrower to
the Bank are irrevocably paid in full and the Collateral is released.


 


Loan Number - Note 1: 19335890001


 




    	3



    	 



    

 


2.10         Amendments
and Waivers. This Agreement may be amended and the Borrower may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, if the Borrower shall obtain the Bank's prior written consent to each such amendment, action
or omission to act. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of
such right or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver of any right
or remedy of the Bank on any future occasion.


 


2.11         Terms
of Agreement. This Agreement shall continue in force and effect so long as any obligation of the Borrower to Bank shall be
outstanding and is supplementary to each and every other agreement between the Borrower and Bank and shall not be so construed
as to limit or otherwise derogate from any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings
of the Borrower under any such agreement, nor shall any contemporaneous or subsequent agreement between the Borrower and the Bank
be construed to limit or otherwise derogate from any of the rights or remedies of Bank or any of the liabilities, obligations or
undertakings of the Borrower hereunder, unless such other agreement specifically refers to this Agreement and expressly so provides.


 


2.12         Notices.
Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any officer
of agent of the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower
or Bank at the address set forth in this Agreement or as any party may from time to time designate by written notice to the other
party; notwithstanding the foregoing notices to the Bank with respect to accounting and collateral release and notices to the Trustee
pursuant to a Deed of Trust shall be sent to the Bank as follows: Attention: VP Loan Servicing, Loan Services, 6000 Atrium Way,
Mt. Laurel NJ 08054.


 


2.13         New
Jersey Law. This Agreement shall be governed by the laws of the State of New Jersey without giving effect to the conflicts
of laws principles thereof.


 


2.14         Reproductions.
This Agreement and all documents which have been or may be hereinafter furnished by Borrower to the Bank may be reproduced by the
Bank by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made in the regular course of business).


 


2.15         Venue.
Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in New Jersey, over any suit,
action or proceeding arising out of or relating to this Agreement. Borrower irrevocably waives to the fullest extent it may effectively
do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that the same has been brought in an inconvenient forum. Borrower irrevocably appoints
the Secretary of State of the State of New Jersey as its authorized agent to accept and acknowledge on its behalf any and all process
which may be served in any such suit, action or proceeding, consents to such process being served (i) by mailing a copy thereof
by registered or certified mail, postage prepaid, return receipt requested, to Borrower’s address shown above or as notified
to the Bank and (ii) by serving the same upon such agent, and agrees that such service shall in every respect be deemed effective
service upon Borrower.


 


Loan Number - Note 1: 19335890001


 




    	4



    	 



    

 


2.16         JURY
WAIVER. BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL
COUNSEL, WAIVE (A) ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS,
ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN WAIVED. THE BORROWER CERTIFIES THAT NEITHER THE
BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE
EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 


Executed under seal on
this day March 06, 2015.


 


	 	Borrower:
	 	 
	 	Medical Transcription Billing, Corp.
	 	 	 
	 	By:	/s/ Mahmud U. Haq
	 	 	Mahmud U. Haq, Chief Executive Officer


 


Accepted:
TD Bank, N.A.


 


	By: 	/s/ Kyle E. Kudla	 
	Name: 	Kyle E. Kudla	 
	Title:	Duly Authorized Representative	 


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned guarantor(s) hereby irrevocably and unconditionally
acknowledge and confirm to the Bank that the guaranty of the obligations of the Borrower including without limitation respecting
the Note continues in full force and effect and is a valid and binding obligation of the undersigned guarantor(s) in accordance
with its terms, that no defenses, offsets, claims, counterclaims exist with respect to such guaranty(s), and that each such guaranty
is enforceable in accordance with its terms, and guarantees and shall continue to guarantee in accordance with its terms the performance
of all amounts guaranteed thereby including without limitation in addition to all other liabilities and obligations guaranteed
thereby, all liabilities and obligations of the Borrower to the Bank respecting the Note and the other Loan Documents as affected
hereby.


 


Executed under seal on
this day March 06, 2015.


 


	 	Guarantor:
	 	 
	 	/s/ Mahmud U. Haq
	 	Mahmud U. Haq, individually


 


Loan Number - Note 1: 19335890001


 




    	5



    	 



    

 


	 	Guarantor:
	 	 
	 	/s/ Mehnaz Haq
	 	Mehnaz Haq, individually


 


	Modification-Extension Agreements(3)	Loan Number - Note 1: 19335890001


 




    	6



    	 



    

 


EXHIBIT A


 


AMENDED AND RESTATED NOTE


 


Loan Number - Note 1: 19335890001


 








    	7