Legal Proceedings — As described in the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018, filed with the SEC on August 8, 2018, and November 7, 2018, respectively, on May 30, 2018, the Superior Court of New Jersey, Chancery Division, Somerset Country (the “Chancery Court”) denied the Company’s and MTBC Acquisition Corp.’s (“MAC”) request to enjoin an arbitration proceeding demanded by Randolph Pain Relief and Wellness Center (“RPWC”) related to RCM services provided by parties unaffiliated with the Company and MAC. On June 15, 2018, the Company and MAC filed an appeal of the Chancery Court’s decision with the New Jersey Superior Court, Appellate Division. On July 19, 2018, the Chancery Court ordered that the arbitration be stayed pending the Company’s and MAC’s appeal. The demand for arbitration alleges breach of a billing services agreement between RPWC and Millennium Practice Management Associates, Inc., a subsidiary of MediGain, LLC, and seeks compensatory damages and costs. The Company and MAC contend they were never party to the billing services agreement giving rise to the arbitration claim, did not assume the obligations of Millennium Practice Management Associates under such agreement, and any agreement to arbitrate disputes arising under such agreement does not apply to the Company or MAC. While the allegations of breach of contract made by RPWC have not been the subject of ongoing legal proceedings, the Company and MAC believe that such allegations lack merit on numerous grounds. On January 30, 2019, the parties conducted oral arguments before the Appellate Court. The Company and MAC’s appeal remains pending.

From time to time, we may become involved in other legal proceedings arising in the ordinary course of our business. Including the proceeding described above, we are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, consolidated results of operations, financial position or cash flows of the Company.

Leases — The Company leases certain office space and other facilities under operating leases expiring through 2023. Certain of these leases contain renewal options.

Certain other leases are being maintained on a month to month basis. This includes leases for our US corporate facility and other locations with the Executive Chairman (see Note 12). As of December 31, 2018, total lease payments for our month-to-month and cancelable leases are approximately $47,000 per month. The Company also has an offshore lease with monthly rent payments of approximately $19,000 that has a three-month cancellation provision. Month to month leases and cancelable leases were not included in the table below.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 are as follows:

Total rental expense, included in direct operating costs and general and administrative expense in the consolidated statements of operations, amounted to approximately $1.6 million and $935,000 for the years ended December 31, 2018 and 2017, respectively.

Acquisitions — In connection with some of the Company’s acquisitions, contingent consideration as of December 31, 2018 is payable in the form of cash with payment terms through 2019. Depending on the terms of the agreement, if the performance measures are not achieved, the Company may pay less than the recorded amount, and if the performance measures are exceeded, the Company may pay more than the recorded amount.