Item
1.01 Entry into a Material Definitive Agreement
On
January 3, 2017, Medical Transcription Billing, Corp. (“MTBC”) and MTBC Acquisition, Corp. (“MAC”), a
wholly owned subsidiary of MTBC, entered into a First Amendment to its Assignment Agreement dated as of October 3, 2016 with The
Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (together “Prudential”).
Pursuant
to the Assignment Agreement, MAC acquired senior secured notes from Prudential that were secured by the assets of MediGain, LLC,
a Texas limited liability company, and its affiliate Millennium Practice Management Associates, LLC, a New Jersey limited liability
company. The total purchase price for the senior secured notes was $7,000,000. Pursuant to the Assignment Agreement, MTBC paid
$2,000,000 of the purchase price at closing and agreed to pay the remaining $5,000,000 within 90 days thereafter. Please see MTBC’s
Current Report on Form 8-K filed on October 5, 2016 for more information regarding the Assignment Agreement.
Pursuant
to the First Amendment to the Assignment Agreement, the parties agreed that the remaining $5,000,000 will be payable in two installments.
The first installment of $3,000,000 will be due by January 23, 2017 and the second installment of $2,000,000 will be due by May
15, 2017. Commencing January 3, 2017, interest will accrue on the outstanding amount of the second installment at a rate of 18%
per annum, with interest payable monthly, until the second installment is paid in full. In connection with this amendment, MTBC
and MAC agreed to provide Prudential a general release of claims, and Mahmud Haq, the founder, principal stockholder, Chairman
of the Board, and Chief Executive Officer of MTBC, agreed to guarantee the obligations of MTBC and MAC to Prudential through a
pledge of his stock in MTBC.
The
First Amendment to the Assignment Agreement should be read in conjunction with the Assignment Agreement, a copy of which was attached
as Exhibit 10.1 to MTBC’s Current Report on Form 8-K filed on October 5, 2016.
The
foregoing description of the First Amendment to Assignment Agreement does not purport to be complete and is qualified entirely
by reference to the complete text of such document, a copy of which is attached as an exhibit to this Current Report on Form 8-K
and is incorporated herein by reference.