Exhibit 2.14

 

POST-CLOSING Agreement

 

This Post-Closing Agreement (''Agreement'') is made and entered into as of this 12th day of September, 2014, by and among (i) Laboratory Billing Services Providers, LLC, a Maine limited liability company, Medical Data Resources Providers LLC, a New York limited liability company, Medical Billing Resources Providers, LLC, a Georgia limited liability company, and Primary Billing Service Providers, Inc., a California corporation (collectively, the “Sellers”); (ii) Omni Medical Billing Services LLC, a Delaware limited liability company (the “Parent”); (iii) Marc Haberman, an Individual, ZCapital, Inc., a Nevada Corporation and Medsoft Systems, LLC, a Nevada limited liability company (collectively, the “Members”); and (iv) Medical Transcription Billing, Corp., a Delaware corporation (the “Purchaser”). The Sellers, the Purchaser, the Parent and the Members may be collectively referred to herein as “the Parties.”

 

WHEREAS, The Parties entered into an Asset Purchase Agreement dated May 7, 2014, as amended, (the “Asset Purchase Agreement”) in which Buyer purchased substantially all the assets of the Seller (the “Assets”);

 

WHEREAS, FURTHER, The purchase of the Assets closed on July 28, 2014 with an aggregate purchase price for the Assets consisting of $6,554,000 in cash (the “Cash Purchase Price”) and 1,032,950 shares of MTBC Stock (the “Share Consideration”); and

 

WHEREAS, FURTHER, The Parties intend to revise the Cash Purchase Price and the Share Consideration to reflect additional revenue from customers in good standing as of the closing date of July 28, 2014 (the “Closing Date”) as set forth in the Asset Purchase Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged and conclusively established, the Parties agree as follows:

 

Agreement

 

1Definitions. Any capitalized terms used but not defined in this Agreement shall have the meaning set forth in the Asset Purchase Agreement.

 

2Cash Purchase Price. The Cash Purchase Price shall be increased by $100,582 to reflect the increased revenue from new customers signed up by the Sellers in the months before the Closing Date.

 

3Share Consideration. The Share Consideration shall be increased by 15,700 shares of MTBC Stock to reflect the increased revenue from new customers signed up by the Sellers in the months before the Closing Date; said shares of MTBC Stock shall be placed in the Purchaser’s custody account to be released subject to the adjustment schedule set forth in Section 1.3 of the Asset Purchase Agreement.

 

4Remaining Terms. All other terms of the Asset Purchase Agreement shall remain in effect.

 

5Entire Agreement. This Agreement, along with any exhibits, appendices, addendums, schedules, and amendments hereto, encompasses the entire agreement of the parties, and supersedes all previous understandings and agreements between the parties, whether oral or written.

 

 

 

  

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day and year first above written.

 

Laboratory Billing Services Providers, LLC,    
a Maine limited liability company    
     
By: /s/ Marc Haberman    
Name: Marc Haberman    
Title: Member    
     
Medical Data Resources Providers, LLC,    
a New York limited liability company    
     
By: /s/ Marc Haberman    
Name: Marc Haberman    
Title: Member    
     
Medical Billing Resources Providers, LLC    
a Georgia limited liability company,    
     
By: /s/ Marc Haberman    
Name: Marc Haberman    
Title: Member    
     
Primary Billing Service Providers, Inc.    
a California corporation    
     
By: /s/ Marc Haberman    
Name: Marc Haberman    
Title: Chairman    
     
Omni Medical Billing Services LLC    
a Delaware limited liability company    
     
By: /s/ Marc Haberman    
Name: Marc Haberman    
Title: Member    
     
Medsoft Systems, LLC    
a Nevada limited liability company    
     
By: /s/ Joseph E. Teichman    
Name:   Joseph E. Teichman    
Title: Member    

 

MTBC and Omni: Post-Closing Agreement

 

 

 

 

Z Capital, Inc.  
a Nevada Corporation  
   
By: /s/ Carlo Tabibi  
Name: Carlo Tabibi  
Title: Member  

 

Marc Haberman  
an Individual  
   
/s/ Marc Haberman  
Marc Haberman  

 

Medical Transcription Billing, Corp.,  
a Delaware corporation  
   
By: /s/ Stephen Snyder  
Name: Stephen Snyder   Title: President  

 

MTBC and Omni: Post-Closing Agreement