Warrant
No. 2


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED
UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH
OFFER, SALE OR TRANSFER.


 


WARRANT


 


TO
PURCHASE COMMON STOCK 


 


OF


 


MEDICAL
TRANSCRIPTION BILLING, CORP.


 


Issue
Date: July 13, 2016


 


THIS
CERTIFIES that OPUS BANK, or any subsequent holder hereof (the “Holder”), has the right to exercise this Warrant in
whole or in part and purchase from MEDICAL TRANSCRIPTION BILLING, CORP., a Delaware corporation (the “Company”), up
to ONE HUNDRED THOUSAND (100,000) fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), subject to proportionate adjustments for stock splits, stock dividends, reverse stock
splits and similar events, at a price per share equal to $5.00, also subject to proportionate adjustments for stock splits, stock
dividends, reverse stock splits and similar events (the “Exercise Price”). The shares of Common Stock for which this
Warrant is exercisable is referred to herein as the “Warrant Shares”.


 


1. Exercise.


 


(a)
Exercise Period. This Warrant may be exercised in whole or in part at any time and from time to time beginning on the issue
date set forth above (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the seventh (7th)
anniversary of the Issue Date (the “Expiration Date”); provided, however, that if the Expiration Date occurs on a
date that is not a Business Day, the Expiration Date shall be deemed to occur on the on the Business Day immediately following
such date. As used herein, the term “Business Day” means a day (other than a Saturday or Sunday) on which the banks
are open for commercial banking business in New York, New York.


 


(b) Cashless
Exercise. The Holder may, in its sole discretion at any time, exercise this Warrant in whole or in part and, in lieu of
making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate
Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined
according to the following formula (a “Cashless Exercise”):


 




    	 



     

    

 





	Net Number = 	(A x B) - (A x C)
	 	          B




 


For
purposes of the foregoing formula:


 


A
is equal to the total number of Warrant Shares with respect to which this Warrant is then being exercised.


 


B
is equal to the Market Price per share of Common Stock. For purposes hereof, (A) “Market Price” per share of Common
Stock means, as of a particular date, the average of the Closing Prices for the Common Stock occurring during the 20 Trading Day
period ending on (and including) the Trading Day immediately preceding such date, (B) “Closing Price” means, with
respect to the Common Stock as of any Trading Day, the closing price on such date for the Common Stock on the Principal Market
as reported by Bloomberg Financial Markets (“Bloomberg”), or if the foregoing does not apply, the last closing price
of the Common Stock in the OTC Markets as reported by Bloomberg, or, if no closing price is reported for such security by Bloomberg,
the last closing trade price for such security as reported by Bloomberg, (C) “Trading Day” means any day on which
the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00 p.m., New York City time), and (D) “Principal Market” means the NASDAQ Capital
Market. If the Closing Price cannot be calculated for the Common Stock on such date on any of the foregoing bases, then the Closing
Price shall be determined by the Company’s board of directors in good faith, and such determination shall be deemed conclusive
absent manifest error.


 


C
is equal to the Exercise Price for the applicable Warrant Shares at the time of such exercise.


 


For
purposes of Rule 144 of the Securities Act (“Rule 144”), it is intended and acknowledged that the Warrant Shares issued
in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares required by Rule 144 shall be deemed to have been commenced, on the Issue Date.


 


(c)
Exercise Notice. In order to exercise this Warrant, the Holder shall send to the Company by email transmission, at any
time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise
Date”), (i) a notice of exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”),
(ii) a copy of the original Warrant, and (iii) the Exercise Price by wire transfer of immediately available funds. The Exercise
Notice shall state the name or names in which the shares of Common Stock that are issuable on such exercise shall be issued.


 




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(d)
Holder of Record. The Holder shall, for all purposes, be deemed to have become the holder of record of the Warrant
Shares specified in an Exercise Notice on the Exercise Date specified therein, irrespective of the date of delivery of such Warrant
Shares. Except as specifically provided herein, nothing in this Warrant shall be construed as conferring upon the Holder hereof
any rights as a shareholder of the Company prior to the Exercise Date.


 


(e)
Cancellation of Warrant. This Warrant shall be canceled upon its exercise in full and, if this Warrant is exercised
in part, the Company shall, promptly thereafter issue a new warrant, and deliver to the Holder a certificate representing such
new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the
number of shares of Common Stock with respect to which this Warrant shall remain unexercised); provided, however, that the Holder
shall be entitled to exercise all or any portion of such new warrant at any time following the time at which this Warrant is exercised,
regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate therefor.


 


2. Delivery
of Warrant Shares Upon Exercise. Upon receipt of an email copy of an Exercise Notice pursuant to Section 1 above, the
Company shall, no later than the close of business on the later to occur of (i) the third (3rd) Business Day following the
Exercise Date specified in such Exercise Notice and (ii) such later date on which the Company shall have received payment of
the Exercise Price (such date being referred to as a “Delivery Date”), issue and deliver or caused to be
delivered to the Holder the number of Warrant Shares as shall be determined as provided herein. The Company shall effect
delivery of Warrant Shares to the Holder, as long as the Company’s designated transfer agent (the “Transfer
Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program
(“FAST”) and no restrictive legend is required under applicable securities laws, by crediting the account of the
Holder or its nominee at DTC (as specified in the applicable Exercise Notice) with the number of Warrant Shares required to
be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a
participant in FAST, or a restrictive legend is required under applicable securities laws, or if the Holder so specifies in
an Exercise Notice or otherwise in writing on or before the Exercise Date, the Company shall effect delivery of Warrant
Shares by delivering to the Holder or its nominee physical certificates representing such Warrant Shares, no later than the
close of business on such Delivery Date.


 


3.
Representations and Warranties. The Company hereby represents and warrants to the Holder as follows:


 


(a)
All Warrant Shares which may be issued upon the exercise of this Warrant have been duly authorized and shall, upon issuance,
be validly issued, fully paid and nonassessable; shall be free of any liens and encumbrances except for restrictions on
transfer provided for herein or under applicable federal and state securities laws; and will be issued in compliance with all
applicable federal and state securities laws. The issuance of certificates for the Warrant Shares upon exercise of this
Warrant shall be made without charge to the Holder for any issuance tax in respect thereof, or other cost incurred by the
Company in connection with such exercise and related issuance of such shares; provided, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a
name other than that of the Holder.


 




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(b)
All corporate action has been taken on the part of the Company, its officers, directors, and stockholders necessary for the
authorization, execution and delivery of this Warrant. The Company has taken all corporate action required to make all the
obligations of the Company reflected in the provisions of this Warrant the valid and enforceable obligations they purport to
be, and this Warrant constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its
terms. The issuance of this Warrant and, upon exercise of this Warrant, the Warrant Shares, are not and will not be subject
to preemptive rights of any stockholders of the Company. The Company has authorized and reserved for issuance sufficient
shares of Common Stock to allow for the full exercise of this Warrant.


 


(c)
The authorization, execution and delivery of this Warrant will not constitute or result in a default or violation of any law or
regulation applicable to the Company or any term or provision of the Company’s current Certificate of Incorporation or bylaws,
or any material agreement or instrument by which it is bound or to which its properties or assets are subject. No consent or approval
of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental
authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under
this Warrant (including the issuance of Shares upon the exercise of this Warrant).


 


4. Piggyback
Registration Rights.


 


(a)
Whenever the Company proposes to register any of its Common Stock for its own account or the account of any holders of such
securities, and the registration form to be filed may be used for the registration or qualification for distribution of
Warrant Shares, the Company will give prompt written notice to the Holder of its intention to effect such a registration (but
in no event less than 20 days prior to the anticipated filing date) and will include in such registration all Warrant Shares
with respect to which the Company has received a written request from the Holder for inclusion therein within 10 days after
the date of the Company’s notice (a “Piggyback Registration”). The Company may terminate or withdraw any
registration under this Section 4 prior to the effectiveness of such registration, whether or not the Holder has elected to
include Warrant Shares in such registration.


 


(b)
If the registration referred to in Section 4(a) is proposed to be underwritten, the right of the Holder to registration
pursuant to this Section 4 will be conditioned upon the Holder’s participation in such underwriting and the inclusion
of the Holder’s Warrant Shares in the underwriting, and the Holder will (together with the Company and the other
persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Company.


 




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(c)
If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing
underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such
registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including
an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such
number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the
marketability of the offering (including an adverse effect on the per share offering price), which securities will be so
included in the following order of priority: (i) first, the securities the Company proposes to sell (if the offering involves
a primary offering by the Company), and (ii) second, Warrant Shares if the Holder has requested registration of such Warrant
Shares pursuant to Section 4(a) and any other security holders participating in such registration, pro rata on the basis of
the aggregate number of such securities or shares owned by each such person.


 


(d)
The provisions of this Section 4 shall terminate when the Warrant Shares may be sold by the Holder under Rule 144.


 


(e)
The Company will pay for all fees, costs and expenses of any Piggyback Registration, other than any underwriter’s
discounts or commissions.


 


5. Fractional Interests.
No fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this Warrant, but on exercise
of this Warrant, the Holder hereof may purchase only a whole number of shares of Common Stock. If any fractional interest in a
share of Common Stock would, except for the provisions of the first sentence of this Section 5, be deliverable upon the exercise
of this Warrant, the Company shall, in lieu of delivering the fractional share therefor, pay to the Holder exercising this Warrant
an amount in cash equal to the Market Price of such fractional interest.


 


6. Warrant Holder Not
Deemed a Shareholder. The Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive
dividends or be deemed a holder of Common Stock for any purpose, nor shall anything contained in this Warrant be construed to
confer upon the Holder, solely in its capacity as the holder of this Warrant, any of the rights of a shareholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights,
or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of this Warrant. No provision of this Warrant, in the absence of the actual exercise of this Warrant and receipt by the Holder
thereof of Common Stock issuable upon such exercise, shall give rise to any liability on the part of the Holder as a shareholder
of the Company, whether such liability shall be asserted by the Company or by creditors of the Company.


 


7. Transfer of this
Warrant. The Holder may not sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or in part (a
“Transfer”), unless (i) the Holder has given the Company not less than five Business Days’ notice of such
proposed Transfer, and (ii) the Company provides evidence as may be reasonably requested by the Company in writing to
evidence that such proposed Transfer will not violate applicable securities laws. With respect to any such permitted
Transfer, the Company shall, promptly upon receipt of the original of this Warrant, deliver to and in the name of the
permitted transferee designated by the Holder a new warrant of like tenor and terms and this Warrant shall be deemed
cancelled.


 






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8. Stock
to be reserved. The Company will at all times reserve and keep available out of the authorized Common Stock, solely for
the purpose of issue upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall
then be issuable upon the exercise of this Warrant, and the Company will maintain at all times all other rights and
privileges sufficient to enable it to fulfill all its obligations hereunder. The Company covenants that all shares of Common
Stock which shall be so issuable shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and
that the issuance of such shares of Common Stock shall be free from preemptive or similar rights on the part of the holders
of any shares of capital stock or securities of the Company or any other Person, and free from all taxes, liens and charges
with respect to the issue thereof (not including any income taxes payable by the Holder in respect of gains thereon), and the
Exercise Price will be credited to the capital and surplus of the Company. The Company will take all such action as may be
necessary to assure that such shares of Common Stock may be so issued without violation of any applicable law or regulation,
or of any applicable requirements of the Financial Industry Regulatory Authority, Inc. and of any domestic securities
exchange upon which the Common Stock may be listed.


 


9. Closing
of books. The Company will at no time close its transfer books against the transfer of this Warrant or of any share of
Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of
this Warrant.


 


10. Loss,
theft, destruction or mutilation of Warrant. Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnity reasonably satisfactory to the
Company, and upon surrender of the original of this Warrant, if mutilated, the Company shall execute and deliver a new
warrant of like tenor and date to replace the original of this Warrant.


 


11. Notice
or Demands. Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the
terms of this Warrant shall be in writing and delivered to the intended party at its address below 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
Business Day after the day of deposit with a nationally recognized courier service, (c) on the Business Day after the day on
which an email is sent, provided sender does not receive a “failure to deliver” or similar notice, or (d) on the
third Business Day after the notice is deposited in the mail, addressed as follows:


 


If
to the Company:


 


Medical
Transcription Billing, Corp.


7
Clyde Road


Somerset,
New Jersey 08873


Attn:
Bill Korn, Chief Financial Officer


Tel:
732-873-5133 x.133


E-mail:
bkorn@mtbc.com


 


and:


 


Medical
Transcription Billing, Corp.


7
Clyde Road


Somerset,
New Jersey 08873


Attn:
Amritpal Deol, General Counsel


Telephone:
732-873-5133 x.141


E-mail:
adeol@mtbc.com 


 




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If
to the Holder:


 


Opus
Bank


			343
                                         Sansome Street #540



San
Francisco, CA 94104


Attn:
Douglas Stewart, Managing Director


Telephone:
(415) 417-5922


E-mail:
dstewart@opusbank.com


 


with
a copy to:


 


Schiff
Hardin LLP


233
South Wacker Drive


Suite
6600


Chicago,
Illinois 60606-6473


Attn:
Sean T. Maloney


Email:
smaloney@schiffhardin.com


 


Any
party may change its address for notice by sending notice in accordance with this Section 11.


 


12. Applicable
Law. This Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed entirely within the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan,
City of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.


 




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13. Amendments.
No amendment, modification or other change to, or waiver of any provision of, this Warrant may be made unless such
amendment, modification or change is set forth in writing and is signed by the Company and the Holder.


 


14. Entire
Agreement. This Warrant constitutes the entire agreement among the parties hereto with respect to the subject matter
hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and
therein. This Warrant supersedes all prior agreements and understandings among the parties hereto with respect to the subject
matter hereof.


 


15. Headings.
The headings in this Warrant are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


16. Successors
and Assigns. This Warrant shall be binding on and inure to the benefit of the heirs, executors, administrators,
successors, and assigns of the respective parties. The Company may not assign this Warrant without the express, prior written
consent of the Holder. The Holder may not assign this Warrant except in accordance with Section 7.


 


17. Survival.
All agreements contained in this Warrant or in any document delivered pursuant hereto shall be for the benefit of the Holder
and shall survive the execution and delivery of this Warrant.


 





[Signature
Page to Follow]


 







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IN
WITNESS WHEREOF, the Company has duly executed and delivered this Warrant as of the Issue Date.


 




	 	MEDICAL TRANSCRIPTION BILLING, CORP.
	 	 	 
	 	By:	/s/ Mahmud Haq
	 	Name:	Mahmud Haq
	 	Title:	Chairman of the Board and Chief Executive Officer 











    	 



     

    

 


EXHIBIT
A to WARRANT


 


EXERCISE
NOTICE


 


MEDICAL
TRANSCRIPTION BILLING, CORP.


 


The
undersigned holder hereby exercises the right to purchase _________________ shares of common stock, par value $0.001 per share
(“Warrant Shares”) of Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), evidenced
by Warrant No. ___ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________
a “Cash Exercise” with respect to ____________ Warrant Shares; and/or


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


In
the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.]
on the date set forth below and (ii) if applicable, the Market Price per share of Common Stock determined based on the principles
set forth in Section 1(b) of the Warrant as of such time of execution of this Exercise Notice was $________.


 


2.
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the Holder shall pay the aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________
Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


[  ]
Check here if requesting delivery as a certificate to the following name and to the following address:


 


	Issue
    to:	 


 


[  ]
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


	DTC
    Participant (if applicable):	 
	 	 
	DTC
    Number (if applicable):	 
	 	 
	Account
    Number (if applicable):	 


 





	 	 	
	Name of Registered Holder	 	Date
	 	 	 	 
	By:	           	 	 
	Name: 		 	 
	Title: