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Item 1A. Risk Factors

2022-03-14 compared with 2021-02-25 · 1067 added, 1151 removed, 123 unchanged (95% of the section changed)

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we do not manage our growth effectively, our revenue, business and operating results may be harmed.

strategy is to expand through organic growth, and through synergistic, accretive acquisitions of healthcare IT companies.

2006, we have completed 26 transactions acquiring the assets or businesses of RCM, HCIT, and related companies.

The majority of

these transactions have occurred since we went public in July 2014.

Our future acquisitions may require greater than anticipated

investment of operational and financial resources as we seek to migrate customers of these companies to our solutions.

also require the integration of different software and services, assimilation of new employees, diversion of management and IT

resources, and increases in administrative costs.

Acquisitions may also require additional costs associated with any debt or equity

financings undertaken to pay for such acquisitions.

We cannot assure you that any acquisition we undertake will be successful.

Future growth will also place additional demands on our customer support, sales, and marketing resources, and may require us to

hire and train additional employees.

We will need to expand and upgrade our systems and infrastructure to accommodate our growth.

strategy is to expand through organic growth, and through synergistic, accretive acquisitions of companies in the business of healthcare

IT (“HCIT”) and complementary services.

Since 2006, we have completed 27 transactions acquiring

the assets or businesses of RCM, HCIT, and related companies.

The majority of these transactions have occurred since we went public in

Our future acquisitions may require greater than anticipated investment of operational and financial resources as we seek

to migrate customers of these companies to our solutions.

Acquisitions also require the integration of different software and services,

assimilation of new employees, diversion of management and IT resources, and increases in administrative costs.

Acquisitions may also

require additional costs associated with any debt or equity financings undertaken to pay for such acquisitions.

We cannot assure you

that any acquisition we undertake will be successful.

Future growth will also place additional demands on our customer support, sales,

and marketing resources, and may require us to hire and train additional employees.

We will need to expand and upgrade our systems and

infrastructure to accommodate our growth.

The failure to manage our growth effectively will materially and adversely affect our business.

may be unable to retain customers following their acquisition, which may result in a decrease in our revenues and operating results.

of the businesses we acquire often have the right to terminate their service contracts for any reason at any time upon notice

of 90 days or less.

These customers may elect to terminate their contracts as a result of our acquisition or choose not to renew

their contracts upon expiration.

Legal and practical limitations on our ability to enforce non-competition and non-solicitation

provisions against customer representatives and sales personnel that leave the businesses we acquire to join competitors may result

in the loss of acquired customers.

In the past, our failure to retain acquired customers has at times resulted in decreases in

our revenues.

Our inability to retain customers of businesses we acquire could adversely affect our ability to benefit from those

acquisitions and to grow our future revenues and operating income.

of the businesses we acquire often have the right to terminate their service contracts for any reason at any time upon notice of 90 days

These customers may elect to terminate their contracts as a result of our acquisition or choose not to renew their contracts

upon expiration.

L egal and practical limitations on our ability to enforce non-competition and non-solicitation

provisions against customer representatives and sales personnel that leave the businesses we acquire to join competitors may result in

the loss of customers.

In the past, our failure to retain acquired customers has at times resulted in decreases in our revenues.

Our inability to retain customers of businesses we acquire could adversely affect our ability to benefit from those acquisitions and

to grow our future revenues and operating income.

may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.

we attempt to limit our exposure to the liabilities associated with the businesses we acquire, we cannot guarantee that we will

be successful in avoiding all material liability.

Regardless of how we structure the acquisition, whether as an asset purchase,

stock purchase, merger or other business combination, creditors, customers, vendors, governmental agencies and other parties at

times seek to hold us accountable for unpaid debts, breach of contract claims, regulatory violations and other liabilities that

relate to the business we acquired.

Disaffected shareholders of the businesses we acquire have also attempted to interfere with

our business acquisitions or brought claims against us.

We attempt to minimize all of these risks through thorough due diligence,

negotiating indemnities and holdbacks, obtaining relevant representations from sellers, procuring insurance coverage and leveraging

experienced professionals when appropriate.

the CareCloud transaction, we acquired its software technology and related business, of which certain elements have been subject

to a civil investigation since July of 2018 to determine compliance with certain federal regulatory requirements pre-acquisition.

The Company has continued to cooperate with the inquiry as CareCloud has historically done.

This element was considered as part

of the transaction and we believe that the continued investigation will have no material impact on our consolidated financial

statements and that we have properly protected ourselves from liability through the negotiated structure of the transaction, including

a portion of the consideration held in escrow.

The Company currently believes that any potential settlement will be substantially

within the range covered by the escrowed funds.

However, the outcome cannot yet be determined.

In the event of an unfavorable

outcome, our business, reputation, and financial condition could be materially and adversely affected.

we attempt to limit our exposure to the liabilities associated with the businesses we acquire, we cannot guarantee that we will be successful

in avoiding all material liability.

Regardless of how we structure the acquisition, whether as an asset purchase, stock purchase, merger

or other business combination, creditors, customers, vendors, governmental agencies and other parties at times seek to hold us accountable

for unpaid debts, breach of contract claims, regulatory violations and other liabilities that relate to the business we acquired.

shareholders of the businesses we acquire have also attempted to interfere with our business acquisitions or brought claims against us.

We attempt to minimize all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations

from sellers, procuring insurance coverage and leveraging experienced professionals when appropriate.

may be unable to implement our strategy of acquiring additional companies.

have no unconditional commitments with respect to any acquisition as of the date of this Form 10-K.

Although we expect that one

or more acquisition opportunities will become available in the future, we may not be able to acquire additional companies at all

or on terms favorable to us.

We will likely need additional financing for such acquisitions, but there is no assurance that we

will be able to borrow funds or raise capital through the issuance of our equity on favorable terms.

Certain of our larger, better

capitalized competitors may seek to acquire some of the companies we may be interested in.

Competition for acquisitions would

likely increase acquisition prices and result in us having fewer acquisition opportunities.

on the type of businesses we acquire (e.g., RCM, practice management, EHR), we may have varying cost saving and/or cross-selling

Although we expect that one or more

acquisition opportunities will become available in the future, we may not be able to acquire additional companies at all or on terms

favorable to us.

We will likely need additional financing for such acquisitions, but there is no assurance that we will be able to borrow

funds or raise capital through the issuance of our equity on favorable terms.

Certain of our larger, better capitalized competitors may

seek to acquire some of the companies we may be interested in.

Competition for acquisitions would likely increase acquisition prices

and result in us having fewer acquisition opportunities.

on the type of businesses we acquire (e.g., RCM, practice management, EHR, etc.), we may have varying cost saving and/or cross-selling

opportunities with the acquired business.

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on our acquisitions, and failure to do so may mean we overpaid for such acquisitions.

completing any future acquisitions, we will rely upon the representations, warranties and indemnities made by the sellers with

respect to each acquisition as well as our own due diligence investigation.

We cannot be assured that such representations and

warranties will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations

and financial condition of the acquired companies or their customers.

To the extent that we are required to pay for obligations

of an acquired company, or if material misrepresentations exist, we may not realize the expected benefit from such acquisition

and we will have overpaid in cash and/or stock for the value received in that acquisition.

completing any future acquisitions, we will rely upon the representations, warranties and indemnities made by the sellers with respect

to each acquisition as well as our own due diligence investigation.

We cannot be assured that such representations and warranties will

be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition

of the acquired companies or their customers.

Nor can we be assured that any available insurance will cover all such losses.

To the extent

that we are required to pay for obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected

benefit from such acquisition and we will have overpaid in cash and/or stock for the value received in that acquisition.

acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization

acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown

liabilities, the write-off of software development costs and the amortization of expenses related to intangible assets, all of

which could have an adverse effect on our business, financial condition and results of operations.

acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown liabilities,

the write-off of software development costs and the amortization of expenses related to intangible assets, all of which could have an

adverse effect on our business, financial condition and results of operations.

Related to Our Business

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are subject to risks related to the public health crises such as the global pandemic associated with the coronavirus (COVID-19).

In December 2019, a novel strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China.

Since then, SARS-CoV-2,

and the resulting disease COVID-19, has spread to most countries, and all 50 states within the United States.

In March 2020, the

World Health Organization declared the COVID-19 outbreak a pandemic.

Further, the President of the United States declared the

COVID-19 pandemic a national emergency, invoking powers under the Stafford Act, the legislation that directs federal emergency

disaster response, and under the Defense Production Act, the legislation that facilitates the production of goods and services

necessary for national security and for other purposes.

Numerous governmental jurisdictions, including the State of New Jersey

where we maintain our principal executive offices, and those in which many of our U.S.

and international offices are based, have

imposed, and others in the future may impose, “shelter-in-place”

orders, quarantines, executive orders and similar

government orders and restrictions for their residents to control the spread of COVID-19.

Most states and the federal government,

including the State of New Jersey, together with foreign jurisdictions in which we have operations centers, have declared a state

of emergency related to the spread of COVID-19.

2019, a novel strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China.

Since then, SARS-CoV-2, and the resulting

disease COVID-19, has spread to most countries, and all 50 states within the United States.

In March 2020, the World Health Organization

declared the COVID-19 outbreak a pandemic.

Further, the President of the United States declared the COVID-19 pandemic a national emergency,

invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response, and under the Defense Production

Act, the legislation that facilitates the production of goods and services necessary for national

security and for other purposes .

Numerous governmental jurisdictions, including the State of New Jersey where we maintain our

principal executive offices, and those in which many of our U.S.

and international offices are based, have imposed, and others in the

future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions

for their residents to control the spread of COVID-19.

Such orders or restrictions, and the perception that such orders or restrictions

could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions

and cancellation of events, among other effects, thereby negatively impacting our customers, employees, and offices, among others.

We may experience further limitations on employee resources in the future, because of sickness of employees or their families.

organizations around the world, including our health care provider customers, have faced and will continue to face, substantial

challenges in treating patients with COVID-19, such as the diversion of staff and resources from ordinary functions to the treatment

of COVID-19, supply, resource and capital shortages and overburdening of staff and resource capacity.

In the United States, governmental

authorities have also recommended, and in certain cases required, that elective, specialty and other procedures and appointments,

including certain primary care services, be suspended or canceled to avoid non-essential patient exposure to medical environments

and potential infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19.

These measures and challenges will likely continue for the duration of the pandemic, which is uncertain, and will disproportionately

harm the results of operations, liquidity and financial condition of these health care organizations and our health care provider

As a result, our health care provider customers may seek contractual accommodations from us in the future.

To the extent

such health care provider customers experience challenges and difficulties, it will adversely affect our business operation and

results of operations.

We note, for example, that approximately 65% of our revenue is directly tied to the cash collected by our

health care provider customers, which means that our short-term revenue has and may in the future decline as less patients visit

their doctors during periods of social distancing.

Further, a recession or prolonged economic contraction as a result of the COVID-19

pandemic could also harm the business and results of operations of our enterprise customers, resulting in potential business closures,

layoffs of employees and a significant increase in unemployment in the United States and elsewhere which may continue even after

the pandemic.

The occurrence of any such events may lead to reduced income for customers and reduced size of workforces, which

could reduce our revenue and harm our business, financial condition and results of operations.

could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and

cancellation of events, among other effects, thereby negatively impacting our customers, employees, and offices, among others.

experience further limitations on employee resources in the future, because of sickness of employees or their families.

organizations around the world, including our health care provider customers, have faced and will continue to face, substantial challenges

in treating patients with COVID-19, such as the diversion of staff and resources from ordinary functions to the treatment of COVID-19,

supply, resource and capital shortages and overburdening of staff and resource capacity.

In the United States, governmental authorities

have at times also recommended, and in certain cases required, that elective, specialty and other procedures and appointments, including

certain primary care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential

infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19.

Some or all of these

measures and challenges may continue for the duration of the pandemic, which is uncertain, and will disproportionately harm the results

of operations, liquidity and financial condition of these health care organizations and our health care provider customers.

our health-care provider customers may seek contractual accommodations from us in the future.

To the extent such health-care provider

customers experience challenges and difficulties, it will adversely affect our business operation and results of operations.

for example, that approximately 60% of our revenue is directly tied to the cash collected by our health-care

provider customers, which means that our short-term revenue has and may in the future decline as less patients visit their doctors

during periods of social distancing.

Further, a recession or prolonged economic contraction as a result of the COVID-19 pandemic could

also harm the business and results of operations of our enterprise customers, resulting in potential business closures, layoffs of employees

and a significant increase in unemployment in the United States and elsewhere which may continue even after the pandemic.

The occurrence

of any such events may lead to reduced income for customers and reduced size of workforces, which could reduce our revenue and harm our

business, financial condition and results of operations.

widespread COVID-19 pandemic has resulted in, and may continue to result in, significant volatility and uncertainty in U.S.

international financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the

value of our common stock and Preferred Stock.

given the dislocation and government-imposed travel related limitations as a consequence of the COVID-19 pandemic, our ability

to complete acquisitions in the near-term may be delayed.

Future acquisitions may be subject to difficulties in evaluating potential

acquisition targets as a result of the inability to accurately predict the duration or long-term economic and business consequences

resulting from the COVID-19 pandemic.

addition, any difficulties we may experience in connection with the integration of CareCloud or Meridian could delay or prevent

us from realizing such expected benefits and enhancing our business, and our business, financial condition and results of operation

could be materially and adversely impacted.

While we are working diligently to accelerate integration activities, the employee

disruptions and communication challenges created by the COVID-19 pandemic present particular challenges to our integration of

CareCloud and Meridian and could make it difficult to effectively and timely complete our integration goals.

and international

financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.

In addition, a

recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common

stock and Preferred Stock.

given the dislocation and government-imposed travel related limitations as a consequence of the COVID-19 pandemic, our ability to complete

acquisitions in the near-term may be delayed.

Future acquisitions may be subject to difficulties in evaluating potential acquisition

targets as a result of the inability to accurately predict the duration or long-term economic and business consequences resulting from

the COVID-19 pandemic.

global outbreak of COVID-19 continues to rapidly evolve.

We have taken steps intended to mitigate the effects of the pandemic

and to protect our global workforce including, but not limited to:

moving a significant portion of our workforce to remote operations

when and as needed, enacting social distancing and hygiene guidelines set forth by the Centers for Disease Control and Prevention

and World Health Organization at our offices, and discontinuing company travel and events, among others.

Although we believe we

have taken the appropriate actions, we cannot guarantee that these measures will mitigate all or any negative effects of the pandemic.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change.

at this time precisely predict what effects the COVID-19 outbreak will have on our business, results of operations and financial

condition, including the uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the

duration of the pandemic, the availability of vaccinations, and the governmental responses to the pandemic.

However, we will continue

to monitor the COVID-19 situation closely and are committed to continuing to make appropriate changes as and when needed.

operate in a highly competitive industry, and our competitors may be able to compete more efficiently or evolve more rapidly than

we do, which could have a material adverse effect on our business, revenue, growth rates and market share.

market for practice management, healthcare IT solutions and related services is highly competitive, and we expect competition

to increase in the future.

We face competition from other providers of both integrated and stand-alone practice management, EHR

and RCM solutions, including competitors who utilize a web-based platform and providers of locally installed software systems.

Our competitors include larger healthcare IT companies, such as athenahealth, Inc., eClinicalWorks, Allscripts Healthcare Solutions,

and Greenway Medical Technologies, Inc., all of which may be able to respond more quickly and effectively than we can to

new or changing opportunities, technologies, standards, regulations or customer needs and requirements.

Many of our competitors

have longer operating histories, greater brand recognition and greater financial, marketing and other resources than us.

compete with various regional RCM companies, some of which may continue to consolidate and expand into broader markets.

that competition will continue to increase as a result of incentives provided by the Health Information Technology for Economic

and Clinical Health (“HITECH”) Act, and consolidation in both the information technology and healthcare industries.

Competitors may introduce products or services that render our products or services obsolete or less marketable.

Even if our products

and services are more effective than the offerings of our competitors, current or potential customers might prefer competitive

products or services to our products and services.

In addition, our competitive edge could be diminished or completely lost if

our competition develops similar offshore operations in Pakistan or other countries, such as India and the Philippines, where

labor costs are lower than those in the U.S.

We have taken steps intended to mitigate the effects of the pandemic and to

protect our global workforce including, but not limited to:

moving a significant portion of our workforce to remote operations when and

as needed, enacting social distancing and hygiene guidelines set forth by the Centers for Disease Control and Prevention and World Health

Organization at our offices, providing a vaccination program at our global offices, and discontinuing company travel and events, among

Although we believe we have taken the appropriate actions, we cannot guarantee that these measures will mitigate all or any negative

effects of the pandemic.

The prolonged impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to

We cannot at this time precisely predict what effects the ongoing pandemic will have on our business, results of operations and

financial condition, including the uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease,

the duration of the pandemic, and the governmental responses to the pandemic.

However, we will continue to monitor the COVID-19 situation

closely and are committed to continuing to make appropriate changes as and when needed.

operate in a highly competitive industry, and our competitors may be able to compete more efficiently or evolve more rapidly than we

do, which could have a material adverse effect on our business, revenue, growth rates and market share.

market for practice management, healthcare IT solutions and related services is highly competitive, and we expect competition to increase

in the future.

We face competition from other providers of both integrated and stand-alone practice management, EHR and RCM solutions,

including competitors who utilize a web-based platform and providers of locally installed software systems.

Our competitors include larger

healthcare IT companies, such as athenahealth, Inc., eClinicalWorks, Allscripts Healthcare Solutions, Inc.

and Greenway Medical Technologies,

Inc., all of which may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards,

regulations or customer needs and requirements.

Many of our competitors have longer operating histories, greater brand recognition and

greater financial marketing and other resources than us.

We also compete with various regional RCM companies, some of which may continue

to consolidate and expand into broader markets.

We expect that competition will continue to increase as a result of incentives provided

by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, and consolidation in both the information

technology and healthcare industries.

Competitors may introduce products or services that render our products or services obsolete or

less marketable.

Even if our products and services are more effective than the offerings of our competitors, current or potential customers

might prefer competitive products or services to our products and services.

In addition, our competitive edge could be diminished or

completely lost if our competition develops similar offshore operations in Pakistan or other countries, such as India and the Philippines,

where labor costs are lower than those in the U.S.

(although higher than in Pakistan).

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margins, growth rate and market share.

we are unable to successfully introduce new products or services or fail to keep pace with advances in technology, we would not

be able to maintain our customers or grow our business, which will have a material adverse effect on our business.

business depends on our ability to adapt to evolving technologies and industry standards and upgrade existing and introduce new

products and services accordingly.

If we cannot adapt to changing technologies and industry standards, including changing requirements

of third-party applications and software and meet the requirements of our customers, our products and services may become obsolete,

and our business would suffer significantly.

Because both the healthcare industry and the healthcare IT technology market are

constantly evolving, our success will depend, in part, on our ability to continue to enhance our existing products and services,

develop new technology that addresses the increasingly sophisticated and varied needs of our customers, respond to technological

advances and emerging industry standards and practices on a timely and cost-effective basis, educate our customers to adopt these

new technologies, and successfully assist them in transitioning to our new products and services.

The development of our proprietary

technology entails significant technical and business risks.

We may not be successful in developing, using, marketing, selling,

or maintaining new technologies effectively or adapting our proprietary technology to evolving customer requirements, emerging

industry standards or changing third party applications, and, as a result, our business and reputation could materially suffer.

We may not be able to introduce new products or services on schedule, or at all, or such products or services may not achieve

market acceptance or existing products or services may cease to function properly.

A failure by us to timely adapt to ever changing

technologies or our failure to regularly upgrade existing or introduce new products or to introduce these products on schedule

could cause us to not only lose our current customers but also fail to attract new customers.

continued success of our business model is heavily dependent upon our offshore operations, and any disruption to those operations

will adversely affect us.

majority of our operations, including the development and maintenance of our web-based platform, our customer support services

and medical billing activities, are performed by our highly educated workforce of approximately 3,100 employees in our Pakistan

Offices and Sri Lanka.

Approximately 98% of our offshore employees are in our Pakistan offices and our remaining employees are

located at our smaller offshore operation center in Sri Lanka.

The performance of our operations in our Pakistan Offices, and

our ability to maintain our offshore offices, is an essential element of our business model, as the labor costs where our Pakistan

Offices are located are substantially lower than the cost of comparable labor in India, the United States and other countries,

and allows us to competitively price our products and services.

Our competitive advantage will be greatly diminished and may disappear

altogether if our operations in our Pakistan Offices are negatively impacted.

and Sri Lanka have in the past experienced, and could in the future continue to experience periods of political and social unrest,

war and acts of terrorism.

Our operations in our offshore locations may be negatively impacted by these and a number of other

factors, including currency fluctuations, cost of labor and supplies, power grid and infrastructure issues, vandalism, and changes

in local law, as well as laws within the United States relating to these countries.

Client mandates or preferences for onshore

service providers may also adversely impact our business model.

Our operations in our Pakistan Offices and Sri Lanka may also

be affected by trade restrictions, such as tariffs or other trade controls.

If we are unable to continue to leverage the skills

and experience of our highly educated workforce, particularly in our Pakistan Offices, we may be unable to provide our products

and services at attractive prices, and our business would be materially and negatively impacted or discontinued.

believe that the labor costs in our Pakistan Offices and Sri Lanka are approximately 10% of the cost of comparably educated and

skilled workers in the U.S.

If there were potential disruptions in any of these locations, they could have a negative impact on

our business.

offshore operations expose us to additional business and financial risks which could adversely affect us and subject us to civil

and criminal liability.

risks and challenges associated with our operations outside the United States include laws and business practices favoring local

compliance with multiple, conflicting and changing governmental laws and regulations, including employment and tax

laws and regulations;

we are unable to successfully introduce new products or services or fail to keep pace with advances in technology, we would not be able

to maintain our customers or grow our business, which will have a material adverse effect on our business.

business depends on our ability to adapt to evolving technologies and industry standards and upgrade existing and introduce new products

and services accordingly.

If we cannot adapt to changing technologies and industry standards, including changing requirements of third-party

applications and software and meet the requirements of our customers, our products and services may become obsolete, and our business

would suffer significantly.

Because both the healthcare industry and the healthcare IT technology market are constantly evolving, our

success will depend, in part, on our ability to continue to enhance our existing products and services, develop new technology that addresses

the increasingly sophisticated and varied needs of our customers, respond to technological advances and emerging industry standards and

practices on a timely and cost-effective basis, educate our customers to adopt these new technologies, and successfully assist them in

transitioning to our new products and services.

The development of our proprietary technology entails significant technical and business

We may not be successful in developing, using, marketing, selling, or maintaining new technologies effectively or adapting our

proprietary technology to evolving customer requirements, emerging industry standards or changing third party applications, and, as a

result, our business and reputation could materially suffer.

We may not be able to introduce new products or services on schedule, or

at all, or such products or services may not achieve market acceptance or existing products or services may cease to function properly.

A failure by us to timely adapt to ever changing technologies or our failure to regularly upgrade existing or introduce new products

or to introduce these products on schedule could cause us to not only lose our current customers but also fail to attract new customers.

continued success of our business model is heavily dependent upon our offshore operations, and any disruption to those operations will

adversely affect us.

majority of our operations, including the development and maintenance of our web-based platform, our customer support services and medical

billing activities, are performed by our highly educated workforce of approximately 3,400 employees in

our Offshore Offices.

Approximately 99% of our offshore employees are in our Pakistan Offices and our remaining employees are located

at our smaller offshore operation center in Sri Lanka.

The performance of our operations in our Pakistan Offices, and our ability to

maintain our offshore offices, is an essential element of our business model, as the labor costs where our Pakistan Offices are

located are substantially lower than the cost of comparable labor in India, the United States and other countries, and allows us to competitively

price our products and services.

Our competitive advantage will be greatly diminished and may disappear altogether if our operations

in our Pakistan Offices are negatively impacted.

and Sri Lanka have in the past experienced and could in the future continue to experience periods of political and social unrest, war

and acts of terrorism.

Our operations in our offshore locations may be negatively impacted by these and a number of other factors, including

currency fluctuations, cost of labor and supplies, power grid and infrastructure issues, vandalism, and changes in local law, as well

as laws within the United States relating to these countries.

Client mandates or preferences for onshore service providers may also adversely

impact our business model.

Our operations in our Offshore Offices may also be affected by trade restrictions, such as tariffs or other

trade controls.

If we are unable to continue to leverage the skills and experience of our highly educated workforce, particularly in

our Pakistan Offices, we may be unable to provide our products and services at attractive prices, and our business would be materially

and negatively impacted or discontinued.

believe that the labor costs in our Offshore Offices are approximately 11% of the cost of comparably educated and skilled workers in

If there were potential disruptions in any of these locations, they could have a negative impact on our business.

offshore operations expose us to additional business and financial risks which could adversely affect us and subject us to civil and

criminal liability.

risks and challenges associated with our operations outside the United States include laws and business practices favoring local competitors;

compliance with multiple, conflicting and changing governmental laws and regulations, including employment and tax laws and regulations;

and fluctuations in foreign currency exchange rates.

Foreign operations subject us to numerous stringent

and foreign laws, including the Foreign Corrupt Practices Act (“FCPA”), and comparable foreign laws and regulations

that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S.

and other business entities for the purpose of obtaining or retaining business.

Safeguards we implement to discourage these practices

may prove to be less than effective and violations of the FCPA and other laws may result in severe criminal or civil sanctions,

or other liabilities or proceedings against us, including class action lawsuits and enforcement actions from the SEC, Department

of Justice and overseas regulators.

Foreign operations subject us to numerous stringent U.S.

and foreign laws, including

the Foreign Corrupt Practices Act (“FCPA”), and comparable foreign laws and regulations that prohibit improper payments or

offers of payments to foreign governments and their officials and political parties by U.S.

and other business entities for the purpose

of obtaining or retaining business.

Safeguards we implement to discourage these practices may prove to be less than effective and violations

of the FCPA and other laws may result in severe criminal or civil sanctions, or other liabilities or proceedings against us, including

class action lawsuits and enforcement actions from the SEC, Department of Justice and overseas regulators.

in the healthcare industry could affect the demand for our services and may result in a decrease in our revenues and market share.

the healthcare industry evolves, changes in our customer base may reduce the demand for our services, result in the termination

of existing contracts, and make it more difficult to negotiate new contracts on terms that are acceptable to us.

the current trend toward consolidation of healthcare providers may cause our existing customer contracts to terminate as independent

practices are merged into hospital systems or other healthcare organizations.

Such larger healthcare organizations may have their

own practice management, and EHR and RCM solutions, reducing demand for our services.

If this trend continues, we cannot assure

you that we will be able to continue to maintain or expand our customer base, negotiate contracts with acceptable terms, or maintain

our current pricing structure, which would result in a decrease in our revenues and market share.

lawmakers have been critical of the Affordable Care Act (“ACA”) and have taken steps toward materially revising or

even repealing it.

On December 14, 2018, a federal judge in Texas ruled the ACA unconstitutional.

The decision declared that key

parts of the legislation were inconsistent with the Constitution.

The decision is still making its way through the courts and

has not made an impact on the exchanges which are still open.

As of now, there has been no impact to the coverage plans and no

final ruling.

The ACA included specific reforms for the individual and small group marketplace, including an expansion of Medicaid.

We can give no assurances that healthcare reform initiatives, if passed, will not have a material adverse impact on our operational

results or the manner in which we operate our business.

providers do not purchase our products and services or delay in choosing our products or services, we may not be able to grow

our business.

the healthcare industry evolves, changes in our customer base may reduce the demand for our services, result in the termination of existing

contracts, and make it more difficult to negotiate new contracts on terms that are acceptable to us.

For example, the current trend toward

consolidation of healthcare providers may cause our existing customer contracts to terminate as independent practices are merged into

hospital systems or other healthcare organizations.

Such larger healthcare organizations may have their own practice management, and

EHR and RCM solutions, reducing demand for our services.

If this trend continues, we cannot assure you that we will be able to continue

to maintain or expand our customer base, negotiate contracts with acceptable terms, or maintain our current pricing structure, which

would result in a decrease in our revenues and market share.

providers do not purchase our products and services or delay in choosing our products or services, we may not be able to grow our business.

business model depends on our ability to sell our products and services.

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to adopt different behavior patterns and new methods of conducting business and exchanging information.

Providers may not integrate

our products and services into their workflow and may not accept our solutions and services as a replacement for traditional methods

of practicing medicine.

Providers may also choose to buy our competitors’

products and services instead of ours.

market acceptance for our solutions and services will continue to require substantial sales and marketing efforts and the expenditure

of significant financial and other resources to create awareness and demand by providers.

If providers fail to broadly accept

our products and services, our business, financial condition and results of operations will be adversely affected.

Providers may not integrate our

products and services into their workflow and may not accept our solutions and services as a replacement for traditional methods of practicing

Providers may also choose to buy our competitors’ products and services instead of ours.

Achieving market acceptance

for our solutions and services will continue to require substantial sales and marketing efforts and the expenditure of significant financial

and other resources to create awareness and demand by providers.

If providers fail to broadly accept our products and services, our business,

financial condition and results of operations will be adversely affected.

the revenues of our customers decrease, or if our customers cancel or elect not to renew their contracts, our revenue will decrease.

most of our customer contracts, we base our charges on a percentage of the revenue that our customer collects through the use

of our services.

most of our RCM customer contracts, we base our charges on a percentage of the revenue that our customer collects through the use of

our services.

Many factors may lead to decreases in customer revenue, including:

of customer revenue as a result of changes to the ACA;

of customer revenue as a result of changes to the ACA or decreased medical appointments during COVID-19;

rollback of the expansion of Medicaid or other governmental programs;

of customer revenue resulting from increased competition or other changes in the marketplace for physician

of customer revenue resulting from increased competition or other changes in the marketplace for physician services;

of our customers to adopt or maintain effective business practices;

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failure to provide services in a timely or high-quality manner.

have incurred operating losses and net losses, and we may not be able to achieve or subsequently maintain profitability in the

incurred net losses of approximately $8.8 million and $872,000 for the years ended December 31, 2020 and 2019, respectively.

net loss for the years ended December 31, 2020 and 2019, includes approximately $8.1 million and $1.9 million of non-cash amortization

expense of purchased intangible assets, respectively.

may not succeed in achieving the efficiencies we anticipate from our acquisitions and possible future acquisitions, including

moving sufficient labor to our offshore locations to offset increased costs resulting from these acquisitions, and we may continue

to incur losses in future periods.

We expect to incur additional operating expenses as a public company and we intend to continue

to increase our operating expenses as we grow our business.

We also expect to continue to make investments in our proprietary

technology, sales and marketing, infrastructure, facilities and other resources as we seek to grow, thereby incurring additional

If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur losses in the future

and may not be able to achieve or maintain profitability.

participation in our Group Purchasing Organization (“GPO”) programs may be terminated with limited or no notice and

without significant termination payments.

If our members reduce activity levels or terminate or elect not to renew their contracts,

our revenue and results of operations may decrease.

part of the Orion acquisition in 2018, we acquired GPO program relationships.

The GPO participation agreements are generally for

an initial two-year term, and the option to renew for additional one-year terms.

The GPO participation agreements are generally

terminable by either party by providing written notice to the other.

can be no assurance that the members will extend or renew their GPO participation agreements.

Failure of these members to renew

their GPO participation agreements may have a small impact on our revenue and results of operations.

success in retaining member participation in our GPO program depends upon our reputation, strong relationships with such members

and our ability to deliver consistent, reliable and high quality products and services;

a failure in any of these areas may result

in the loss of members.

In addition, members may seek to reduce, cancel or elect not to renew their contracts due to factors that

are beyond our control and are unrelated to our performance, including their business or financial condition, changes in their

strategies or business plans, their acquisition, or economic conditions in general.

When contracts are reduced, canceled or not

renewed for any reason, we lose the anticipated future revenue associated with such contracts and consequently, our revenue and

results of operations may decrease.

a result of our variable sales and implementation cycles, we may be unable to recognize revenue from prospective customers on

a timely basis and we may not be able to offset expenditures.

sales cycle for our services can be variable, typically ranging from two to four months from initial contact with a potential

customer to contract execution, although this period can be substantially longer.

During the sales cycle, we expend time and resources

in an attempt to obtain a customer without recognizing revenue from that customer to offset such expenditures.

Our implementation

cycle is also variable, typically ranging from two to four months from contract execution to completion of implementation.

customer’s situation is different, and unanticipated difficulties and delays may arise as a result of a failure by us or

by the customer to meet our respective implementation responsibilities.

During the implementation cycle, we expend substantial

time, effort, and financial resources implementing our services without recognizing revenue.

Even following implementation, there

can be no assurance that we will recognize revenue on a timely basis or at all from our efforts.

In addition, cancellation of

any implementation after it has begun may involve loss to us of time, effort, and expenses invested in the canceled implementation

process, and lost opportunity for implementing paying customers in that same period of time.

a result of the Wayfair decision and changes in various states’

laws, we are required to collect sales and use taxes on

certain products and services we sell in certain jurisdictions.

We may be subject to liability for past sales and incur additional

related costs and expenses, and our future sales may decrease.

may lose sales or incur significant expenses should states be successful in imposing additional state sales and use taxes on our

products and services.

A successful assertion by one or more states that we should collect sales or other taxes on the sale of

our products and services that we are currently not collecting could result in substantial tax liabilities for past sales, decrease

our ability to compete with healthcare IT vendors not subject to sales and use taxes, and otherwise harm our business.

has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations

that may change over time.

We review these rules and regulations periodically and, when we believe that our products or services

are subject to sales and use taxes in a particular state, we voluntarily approach state tax authorities in order to determine

how to comply with their rules and regulations.

We cannot assure you that we will not be subject to sales and use taxes or related

penalties for past sales in states where we believe no compliance is necessary.

have incurred operating losses and net losses, and we may not be able to achieve or subsequently maintain profitability in the future.

we recognized net income of approximately $2.8 million for the year ended December 31, 2021, we incurred a net loss of $8.8 million

for the year ended December 31, 2020.

Our net income and net loss for the years ended December 31, 2021 and 2020, respectively, include

approximately $8.9 million and $8.1 million of non-cash amortization expense of purchased intangible

assets, respectively.

may not succeed in achieving the efficiencies we anticipate from our acquisitions and possible future acquisitions, including moving

sufficient labor to our offshore locations to offset increased costs resulting from these acquisitions, and we may continue to incur

losses in future periods.

We incur additional operating expenses as a public company and we intend to continue to increase our operating

expenses as we grow our business.

We also expect to continue to make investments in our proprietary technology, sales and marketing,

infrastructure, facilities and other resources as we seek to grow, thereby incurring additional costs.

If we are unable to generate adequate

revenue growth and manage our expenses, we may continue to incur losses in the future and may not be able to achieve or maintain profitability.

a result of our variable sales and implementation cycles, we may be unable to recognize revenue from prospective customers on a timely

basis and we may not be able to offset expenditures.

sales cycle for our services can be variable, typically ranging from two to four months from initial contact with a potential customer

to contract execution, although this period can be substantially longer.

During the sales cycle, we expend time and resources in an attempt

to obtain a customer without recognizing revenue from that customer to offset such expenditures.

Our implementation cycle is also variable,

typically ranging from two to four months from contract execution to completion of implementation.

Each customer’s situation is

different, and unanticipated difficulties and delays may arise as a result of a failure by us or by the customer to meet our respective

implementation responsibilities.

During the implementation cycle, we expend substantial time, effort, and financial resources implementing

our services without recognizing revenue.

Even following implementation, there can be no assurance that we will recognize revenue on

a timely basis or at all from our efforts.

In addition, cancellation of any implementation after it has begun may involve loss to us

of time, effort, and expenses invested in the canceled implementation process, and lost opportunity for implementing paying customers

in that same period of time.

a result of the Wayfair decision and changes in various states’ laws, we are required to collect sales and use taxes on certain

products and services we sell in certain jurisdictions.

We may be subject to liability for past sales and incur additional related costs

and expenses, and our future sales may decrease.

may lose sales or incur significant expenses should states be successful in imposing additional state sales and use taxes on our products

and services.

A successful assertion by one or more states that we should collect sales or other taxes on the sale of our products and

services that we are currently not collecting could result in substantial tax liabilities for past sales, decrease our ability to compete

with healthcare IT vendors not subject to sales and use taxes, and otherwise harm our business.

Each state has different rules and regulations

governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time.

these rules and regulations periodically and, when we believe that our products or services are subject to sales and use taxes in a particular

state, we voluntarily approach state tax authorities in order to determine how to comply with their rules and regulations.

assure you that we will not be subject to sales and use taxes or related penalties for past sales in states where we believe no compliance

is necessary.

the federal government were to impose a tax on imports or services performed abroad, we might be subject to additional liabilities.

At this time, there is no way to predict whether this will occur or estimate the impact on our business.

this time, there is no way to predict whether this will occur or estimate the impact on our business.

of products and services like us are typically held responsible by taxing authorities for the collection and payment of any applicable

sales and similar taxes.

If one or more taxing authorities determine that taxes should have, but have not, been paid with respect

to our products or services, we may be liable for past taxes in addition to taxes going forward.

Liability for past taxes may

also include very substantial interest and penalty charges.

Nevertheless, customers may be reluctant to pay back taxes and may

refuse responsibility for interest or penalties associated with those taxes.

If we are required to collect and pay back taxes

and the associated interest and penalties, and if our customers fail or refuse to reimburse us for all or a portion of these amounts,

we will have incurred unplanned expenses that may be substantial.

Moreover, imposition of such taxes on our products and services

going forward will effectively increase the cost of those products and services to our customers and may adversely affect our

ability to retain existing customers or to gain new customers in the states in which such taxes are imposed.

If one or more taxing authorities determine that taxes should have, but have not, been paid with respect to

our products or services, we may be liable for past taxes in addition to taxes going forward.

Liability for past taxes may also include

very substantial interest and penalty charges.

Nevertheless, customers may be reluctant to pay back taxes and may refuse responsibility

for interest or penalties associated with those taxes.

If we are required to collect and pay back taxes and the associated interest and

penalties, and if our customers fail or refuse to reimburse us for all or a portion of these amounts, we will have incurred unplanned

expenses that may be substantial.

Moreover, imposition of such taxes on our products and services going forward will effectively increase

the cost of those products and services to our customers and may adversely affect our ability to retain existing customers or to gain

new customers in the states in which such taxes are imposed.

may also become subject to tax audits or similar procedures in states where we already pay sales and use taxes.

The incurrence

of additional accounting and legal costs and related expenses in connection with, and the assessment of, taxes, interest, and

penalties as a result of audits, litigation, or otherwise could be materially adverse to our current and future results of operations

and financial condition.

we lose the services of Mahmud Haq or other members of our management team, or if we are unable to attract, hire, integrate and

retain other necessary employees, our business would be harmed.

future success depends in part on our ability to attract, hire, integrate and retain the members of our management team and other

qualified personnel.

In particular, we are dependent on the services of Mahmud Haq, our founder, principal stockholder and Executive

Chairman, Stephen Snyder, our Chief Executive Officer and A.

Hadi Chaudhry, our President.

Haq is instrumental in managing

our offshore operations in our Pakistan Offices and coordinating those operations with our U.S.

The incurrence of additional

accounting and legal costs and related expenses in connection with, and the assessment of, taxes, interest, and penalties as a result

of audits, litigation, or otherwise could be materially adverse to our current and future results of operations and financial condition.

we lose the services of Mahmud Haq as Executive Chairman, A.

Hadi Chaudhry as Chief Executive Officer and President, or other members

of our management team, or if we are unable to attract, hire, integrate and retain other necessary employees, our business would be harmed.

future success depends in part on our ability to attract, hire, integrate and retain the members of our management team and other qualified

In particular, we are dependent on the services of Mahmud Haq, our founder, principal stockholder and Executive Chairman,

Hadi Chaudhry, our Chief Executive Officer and President.

Haq is instrumental in managing our offshore operations in our Pakistan

Offices and coordinating those operations with our U.S.

The loss of Mr.

who would be particularly difficult to replace, could negatively impact our ability to effectively manage our cost-effective workforce

in our Pakistan Offices, which enables us to provide our products and solutions at attractive prices.

Our future success also

depends on the continued contributions of our other executive officers and certain key employees, each of whom may be difficult

to replace, and upon our ability to attract and retain additional management personnel.

Competition for such personnel is intense,

and we compete for qualified personnel with other employers.

We may face difficulty identifying and hiring qualified personnel

at compensation levels consistent with our existing compensation and salary structure.

If we fail to retain our employees, we

could incur significant expenses in hiring, integrating and training their replacements, and the quality of our services and our

ability to serve our customers could diminish, resulting in a material adverse effect on our business.

Haq, who would be particularly difficult to replace,

could negatively impact our ability to effectively manage our cost-effective workforce in our Pakistan Offices, which enables us to provide

our products and solutions at attractive prices.

Our future success also depends on the continued contributions of our other executive

officers and certain key employees, each of whom may be difficult to replace, and upon our ability to attract and retain additional management

Competition for such personnel is intense, and we compete for qualified personnel with other employers.

We may face difficulty

identifying and hiring qualified personnel at compensation levels consistent with our existing compensation and salary structure.

we fail to retain our employees, we could incur significant expenses in hiring, integrating and training their replacements, and the

quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

may be unable to adequately establish, protect or enforce our patents, trade secrets and other intellectual property rights.

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and proprietary rights.

If we fail to establish, protect or enforce these rights, we may lose customers and important advantages

in the market in which we compete.

We rely on a combination of patent, trademark, copyright and trade secret law and contractual

obligations to protect our key intellectual property rights, all of which provide only limited protection.

Our intellectual property

rights may not be sufficient to help us maintain our position in the market and our competitive advantages.

If we fail to establish, protect or enforce these rights, we may lose customers and important advantages in the

market in which we compete.

We rely on a combination of patent, trademark, copyright and trade secret law and contractual obligations

to protect our key intellectual property rights, all of which provide only limited protection.

Our intellectual property rights may not

be sufficient to help us maintain our position in the market and our competitive advantages.

secrets may not be protectable if not properly kept confidential.

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customers, contractors and business partners to limit access to and disclosure of our proprietary information.

However, the steps

we have taken may not be sufficient to prevent unauthorized use of our customer information, technology, and adequate remedies

may not be available in the event of unauthorized use or disclosure of our trade secrets and proprietary information.

to protect the trade secrets of our acquired companies from disclosure by the former employees of these acquired entities may

be limited by law in the jurisdiction in which the acquired company and/or former employee resides, and/or where the disclosure

occurred, and this leaves us vulnerable to the solicitation of the customers we acquire by former employees of the acquired business

that join our competitors.

However, the steps we

have taken may not be sufficient to prevent unauthorized use of our customer information, technology, and adequate remedies may not be

available in the event of unauthorized use or disclosure of our trade secrets and proprietary information.

Our ability to protect the

trade secrets of our acquired companies from disclosure by the former employees of these acquired entities may be limited by law in the

jurisdiction in which the acquired company and/or former employee resides, and/or where the disclosure occurred, and this leaves us vulnerable

to the solicitation of the customers we acquire by former employees of the acquired business that join our competitors.

despite our efforts, we may be unable to prevent third parties from using our intellectual property for their competitive advantage.

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Legal intellectual property actions are inherently

uncertain and may not be successful, and may require a substantial amount of resources and divert our management’s attention.

by others that we infringe their intellectual property could force us to incur significant costs or revise the way we conduct

our business.

competitors protect their proprietary rights by means of patents, trade secrets, copyrights, trademarks and other intellectual

We have not conducted an independent review of patents and other intellectual property issued to third parties, who

may have patents or patent applications relating to our proprietary technology.

We may receive letters from third parties alleging,

or inquiring about, possible infringement, misappropriation or violation of their intellectual property rights.

Any party asserting

that we infringe, misappropriate or violate proprietary rights may force us to defend ourselves, and potentially our customers,

against the alleged claim.

These claims and any resulting lawsuit, if successful, could subject us to significant liability for

damages and/or invalidation of our proprietary rights or interruption or cessation of our operations.

Any such claims or lawsuit

uncertain and may not be successful, and may require a substantial amount of resources and divert our management’s attention.

by others that we infringe or may infringe on their intellectual property could force us to incur significant costs or revise the way

we conduct our business.

competitors protect their proprietary rights by means of patents, trade secrets, copyrights, trademarks and other intellectual property.

We have not conducted an independent review of patents and other intellectual property issued to third parties, who may have patents

or patent applications relating to our proprietary technology.

We may receive letters from third parties alleging, or inquiring about,

possible infringement, misappropriation or violation of their intellectual property rights.

Any party asserting that we infringe, misappropriate

or violate proprietary rights may force us to defend ourselves, and potentially our customers, against the alleged claim.

and any resulting lawsuit, if successful, could subject us to significant liability for damages and/or invalidation of our proprietary

rights or interruption or cessation of our operations.

Any such claims or lawsuit could:

time-consuming and expensive to defend, whether meritorious or not;

us to stop providing products or services that use the technology that allegedly infringes the other party’s intellectual

us to stop providing products or services that use the technology that allegedly infringes the other party’s intellectual property;

the attention of our technical and managerial resources;

us to enter into royalty or licensing agreements with third-parties, which may not be available on terms that we deem acceptable;

us from operating all or a portion of our business or force us to redesign our products, services or technology platforms,

which could be difficult and expensive and may make the performance or value of our product or service offerings less attractive;

us from operating all or a portion of our business or force us to redesign our products, services or technology platforms, which

could be difficult and expensive and may make the performance or value of our product or service offerings less attractive;

us to significant liability for damages or result in significant settlement payments;

us to indemnify our customers.

during the course of litigation, confidential information may be disclosed in the form of documents or testimony in connection

with discovery requests, depositions or trial testimony.

Disclosure of our confidential information and our involvement in intellectual

property litigation could materially adversely affect our business.

Some of our competitors may be able to sustain the costs of

intellectual property litigation more effectively than we can because they have substantially greater resources.

any litigation could significantly harm our relationships with current and prospective customers.

Any of the foregoing could disrupt

our business and have a material adverse effect on our business, operating results and financial condition.

during the course of litigation, confidential information may be disclosed in the form of documents or testimony in connection with discovery

requests, depositions or trial testimony.

Disclosure of our confidential information and our involvement in intellectual property litigation

could materially adversely affect our business.

Some of our competitors may be able to sustain the costs of intellectual property litigation

more effectively than we can because they have substantially greater resources.

In addition, any litigation could significantly harm

our relationships with current and prospective customers.

Any of the foregoing could disrupt our business and have a material adverse

effect on our business, operating results and financial condition.

addition, contentions by a third party such as a vendor or partner that we may pose a threat to their intellectual property can disrupt

our ability to work with such party and/or our customers who rely upon that third party’s product or services.

Withdrawal of participation

by key vendors or partners would cause a disruption of services to our clients and a loss of customers, which could negatively affect

our business and financial performance.

may be unable to protect, and we may incur significant costs in enforcing, our intellectual property rights.

patents, trademarks, trade secrets, copyrights, and other intellectual property rights are important assets to us.

Various events

outside of our control pose a threat to our intellectual property rights, as well as to our products, services, and technologies.

For instance, any of our current or future intellectual property rights may be challenged by others or invalidated through administrative

process or litigation.

Any of our pending or future patent applications, whether or not being currently challenged, may not be

issued with the scope of the claims we seek, if at all.

have taken efforts to protect our proprietary rights, including a combination of license agreements, confidentiality policies

and procedures, confidentiality provisions in employment agreements, confidentiality agreements with third parties, and technical

security measures, as well as our reliance on copyright, patent, trademark, trade secret and unfair competition laws.

These efforts

may not be sufficient or effective.

For example, the secrecy of our trade secrets or other confidential information could be compromised

by our employees or by third parties, which could cause us to lose the competitive advantage resulting from those trade secrets

or confidential information.

Unauthorized third parties may try to copy or reverse engineer portions of our products or otherwise

infringe upon, misappropriate or use our intellectual property.

We may not be able to discover or determine the extent of any

unauthorized use of our proprietary rights.

We may also conclude that, in some instances, the benefits of protecting our intellectual

property rights may be outweighed by the expense.

addition, our platforms incorporate “open source”

software components that are licensed to us under various public

domain licenses.

Open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation

of many of the terms of certain of these licenses.

Various events outside

of our control pose a threat to our intellectual property rights, as well as to our products, services, and technologies.

For instance,

any of our current or future intellectual property rights may be challenged by others or invalidated through administrative process or

Any of our pending or future patent applications, whether or not being currently challenged, may not be issued with the scope

of the claims we seek, if at all.

have taken efforts to protect our proprietary rights, including a combination of license agreements, confidentiality policies and procedures,

confidentiality provisions in employment agreements, confidentiality agreements with third parties, and technical security measures,

as well as our reliance on copyright, patent, trademark, trade secret and unfair competition laws.

These efforts may not be sufficient

or effective.

For example, the secrecy of our trade secrets or other confidential information could be compromised by our employees or

by third parties, which could cause us to lose the competitive advantage resulting from those trade secrets or confidential information.

Unauthorized third parties may try to copy or reverse engineer portions of our products or otherwise infringe upon, misappropriate or

use our intellectual property.

We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.

We may also conclude that, in some instances, the benefits of protecting our intellectual property rights may be outweighed by the expense.

addition, our platforms incorporate “open source” software components that are licensed to us under various public domain

Open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many

of the terms of certain of these licenses.

Therefore, the potential impact of such terms on our business is somewhat unknown.

Further, some enterprises may be reluctant or unwilling to use cloud-based services, because they have concerns regarding the

risks associated with the security and reliability, among other things, of the technology delivery model associated with these

If enterprises do not perceive the benefits of our services, then the market for these services may not expand as much

or develop as quickly as we expect, either of which would adversely affect our business, financial condition, or operating results.

standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still

The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States,

and effective intellectual property protection may not be available in every country in which our products and services are distributed.

impairment of our intellectual property rights, or our failure to protect our intellectual property rights adequately, could give

our competitors’

access to our technology and could materially and adversely impact our business and operating results.

Any increase in the unauthorized use of our intellectual property could also divert the efforts of our technical and management

personnel and result in significant additional expense to us, which could materially and adversely impact our operating results.

Finally, we may be required to spend significant resources to monitor and protect our intellectual property rights, including

with respect to legal proceedings, which could result in substantial costs and diversion of resources and could materially and

adversely impact our business, financial condition and operating results.

some enterprises may be reluctant or unwilling to use cloud-based services, because they have concerns regarding the risks associated

with the security and reliability, among other things, of the technology delivery model associated with these services.

If enterprises

do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect,

either of which would adversely affect our business, financial condition, or operating results.

standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and effective

intellectual property protection may not be available in every country in which our products and services are distributed.

impairment of our intellectual property rights, or our failure to protect our intellectual property rights adequately, could give our

competitors’ access to our technology and could materially and adversely impact our business and operating results.

in the unauthorized use of our intellectual property could also divert the efforts of our technical and management personnel and result

in significant additional expense to us, which could materially and adversely impact our operating results.

Finally, we may be required

to spend significant resources to monitor and protect our intellectual property rights, including with respect to legal proceedings,

which could result in substantial costs and diversion of resources and could materially and adversely impact our business, financial

condition and operating results.

and future litigation against us could be costly and time-consuming to defend and could result in additional liabilities.

may from time to time be subject to legal proceedings and claims that arise in the ordinary course of business, such as claims

brought by current and former clients in connection with commercial disputes and employment claims made by our current or former

Claims may also be asserted by or on behalf of a variety of other parties, including government agencies, patients

of our physician clients, stockholders, the sellers of the businesses that we acquire, or the creditors of the businesses we acquire.

Any litigation involving us may result in substantial costs and may divert management’s attention and resources, which may

seriously harm our business, overall financial condition, and operating results.

Insurance may not cover existing or future claims,

be sufficient to fully compensate us for one or more of such claims, or continue to be available on terms acceptable to us.

claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our operating

results and leading analysts or potential investors to reduce their expectations of our performance resulting in a reduction in

the trading price of our stock.

proprietary software or service delivery platform (including the platforms we acquired through CareCloud and Meridian) may not

operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from

other purposes, any of which could harm our business and operating results.

may from time to time be subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought

by current and former clients in connection with commercial disputes and employment claims made by our current or former employees.

may also be asserted by or on behalf of a variety of other parties, including government agencies, patients of our physician clients,

stockholders, the sellers of the businesses that we acquire, or the creditors of the businesses we acquire.

Any litigation involving

us may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business,

overall financial condition, and operating results.

Insurance may not cover existing or future claims, be sufficient to fully compensate

us for one or more of such claims, or continue to be available on terms acceptable to us.

A claim brought against us that is uninsured

or underinsured could result in unanticipated costs, thereby reducing our operating results and leading analysts or potential investors

to reduce their expectations of our performance resulting in a reduction in the trading price of our stock.

proprietary software or service delivery platform (including the platforms we acquired) may not operate properly, which could damage

our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our

business and operating results.

may encounter human or technical obstacles that prevent our proprietary or acquired applications from operating properly.

applications do not function reliably or fail to achieve customer expectations in terms of performance, customers could assert

liability claims against us or attempt to cancel their contracts with us.

This could damage our reputation and impair our ability

to attract or maintain customers.

If our applications

do not function reliably or fail to achieve customer expectations in terms of performance, customers could assert liability claims against

us or attempt to cancel their contracts with us.

This could damage our reputation and impair our ability to attract or maintain customers.

are particular risks when we inherit technologies through the companies we acquire.

These technologies, often developed by distressed

companies, were not created under our direct supervision and control and therefore may not have been developed in accordance with

our standards.

Such acquired technologies could, and at times do, contain operational deficiencies, defects, glitches or bugs

that may not be discovered immediately or otherwise could have been avoided had we built the technology ourselves.

Whether technology

we develop or technology we acquire, we will need to replace certain components and remediate software defects or bugs from time

There can be no assurance that such defects or bugs, or the process of remediating them, will not have a material impact

on our business.

Our inability to promptly and cost-effectively correct a product defect could result in the Company having to

withdraw an important product from market, damage to our reputation, and result in material costs and expenses, any of which could

have a material impact on our revenue, margins, and operating results.

information services as complex as those we offer have in the past contained, and may in the future develop or contain, undetected

defects or errors.

We cannot assure you that material performance problems or defects in our products or services will not arise

in the future.

Errors may result from receipt, entry, or interpretation of patient information or from interface of our services

with legacy systems and data that we did not develop and the function of which is outside of our control.

Despite testing, defects

or errors may arise in our existing or new software or service processes.

Because changes in payer requirements and practices

are frequent and sometimes difficult to determine except through trial and error, we are continuously discovering defects and

errors in our software and service processes compared against these requirements and practices.

These defects and errors and any

failure by us to identify and address them could result in loss of revenue or market share, liability to customers or others,

failure to achieve market acceptance or expansion, diversion of development resources, injury to our reputation, and increased

service and maintenance costs.

Defects or errors in our software might discourage existing or potential customers from purchasing

our products and services.

Correction of defects or errors could prove to be impossible or impracticable.

The costs incurred in

correcting any defects or errors or in responding to resulting claims or liability may be substantial and could adversely affect

our operating results.

addition, customers relying on our services to collect, manage, and report clinical, business, and administrative data may have

a greater sensitivity to service errors and security vulnerabilities than customers of software products in general.

and sell services that, among other things, provide information to assist healthcare providers in tracking and treating patients.

Any operational delay in or failure of our technology or service processes may result in the disruption of patient care and could

cause harm to patients and thereby create unforeseen liabilities for our business.

customers or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other

failure of our software or service processes.

A product liability claim or errors or omissions claim could subject us to significant

legal defense costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

physicians have relied on our platforms (including the platform we acquired through CareCloud) as being certified by the Office

of the National Coordinator for Health Information Technology (“ONC”).

If this certification were to be challenged,

we might face liability related to any incentive that the physicians received in reliance upon such certification.

our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be

perceived as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant

services involve the web-based storage and transmission of customers’

proprietary information and patient information, including

companies, were not created under our direct supervision and control and therefore may not have been developed in accordance with our

Such acquired technologies could, and at times do, contain operational deficiencies, defects, glitches or bugs that may not

be discovered immediately or otherwise could have been avoided had we built the technology ourselves.

Whether technology we develop or

technology we acquire, we will need to replace certain components and remediate software defects or bugs from time to time.

be no assurance that such defects or bugs, or the process of remediating them, will not have a material impact on our business.

Our inability

to promptly and cost-effectively correct a product defect could result in the Company having to withdraw an important product from market,

damage to our reputation, and result in material costs and expenses, any of which could have a material impact on our revenue, margins,

and operating results.

information services as complex as those we offer have in the past contained, and may in the future develop or contain, undetected defects

We cannot assure you that material performance problems or defects in our products or services will not arise in the future.

Errors may result from receipt, entry, or interpretation of patient information or from interface of our services with legacy systems

and data that we did not develop and the function of which is outside of our control.

Despite testing, defects or errors may arise in

our existing or new software or service processes.

Because changes in payer requirements and practices are frequent and sometimes difficult

to determine except through trial and error, we are continuously discovering defects and errors in our software and service processes

compared against these requirements and practices.

These defects and errors and any failure by us to identify and address them could

result in loss of revenue or market share, liability to customers or others, failure to achieve market acceptance or expansion, diversion

of development resources, injury to our reputation, and increased service and maintenance costs.

Defects or errors in our software might

discourage existing or potential customers from purchasing our products and services.

Correction of defects or errors could prove to

be impossible or impracticable.

The costs incurred in correcting any defects or errors or in responding to resulting claims or liability

may be substantial and could adversely affect our operating results.

addition, customers relying on our services to collect, manage, and report clinical, business, and administrative data may have a greater

sensitivity to service errors and security vulnerabilities than customers of software products in general.

We market and sell services

that, among other things, provide information to assist healthcare providers in tracking and treating patients.

Any operational delay

in or failure of our technology or service processes may result in the disruption of patient care and could cause harm to patients and

thereby create unforeseen liabilities for our business.

customers or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other failure

of our software or service processes.

A product liability claim or errors or omissions claim could subject us to significant legal defense

costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

physicians have relied on our platforms (including the platform we acquired) as being certified by the Office of the National Coordinator

for Health Information Technology (“ONC”).

If this certification were to be challenged, we might face liability related to

any incentive that the physicians received in reliance upon such certification.

our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be perceived

as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.

services involve the web-based storage and transmission of customers’ proprietary information and patient information, including

health, financial, payment and other personal or confidential information.

We rely on proprietary and commercially available systems,

software, tools and monitoring, as well as other processes, to provide security for processing, transmission and storage of such

Because of the sensitivity of this information and due to requirements under applicable laws and regulations, the

effectiveness of our security efforts is very important.

We maintain servers, which store customers’

data, including patient

health records, in the U.S.

software, tools and monitoring, as well as other processes, to provide security for processing, transmission and storage of such information.

Because of the sensitivity of this information and due to requirements under applicable laws and regulations, the effectiveness of our

security efforts is very important.

We maintain servers, which store customers’ data, including patient health records, in the

and offshore.

We also process, transmit and store some data of our customers on servers and networks

that are owned and controlled by third-party contractors in India and elsewhere.

Increasingly, threat actors are targeting the

healthcare industry with ransomware and other malicious software.

If our security measures are breached or fail as a result of

third-party action, acts of terror, social unrest, employee error, malfeasance or for any other reasons, someone may be able to

obtain unauthorized access to customer or patient data.

Improper activities by third parties, advances in computer and software

capabilities and encryption technology, new tools and discoveries and other events or developments may facilitate or result in

a compromise or breach of our security systems.

Our security measures may not be effective in preventing unauthorized access to

the customer and patient data stored on our servers.

If a breach of our security occurs, we could face damages for contract breach,

penalties for violation of applicable laws or regulations, possible lawsuits by individuals affected by the breach and significant

remediation costs and efforts to prevent future occurrences.

In addition, whether there is an actual or a perceived breach of

our security, the market perception of the effectiveness of our security measures could be harmed and we could lose current or

potential customers.

products and services are required to meet the interoperability standards, which could require us to incur substantial additional

development costs or result in a decrease in revenue.

customers and the industry leaders enacting regulatory requirements are concerned with and often require that our products and

services be interoperable with other third-party healthcare information technology suppliers.

Market forces or regulatory authorities

could create software interoperability standards that would apply to our solutions, and if our products and services are not consistent

with those standards, we could be forced to incur substantial additional development costs.

There currently exists a comprehensive

set of criteria for the functionality, interoperability and security of various software modules in the healthcare information

technology industry.

However, those standards are subject to continuous modification and refinement.

Achieving and maintaining

compliance with industry interoperability standards and related requirements could result in larger than expected software development

expenses and administrative expenses in order to conform to these requirements.

These standards and specifications, once finalized,

will be subject to interpretation by the entities designated to certify such technology.

We will incur increased development costs

in delivering solutions if we need to change or enhance our products and services to be in compliance with these varying and evolving

If our products and services are not consistent with these evolving standards, our market position and sales could

be impaired and we may have to invest significantly in changes to our solutions.

in Internet or telecommunication service or damage to our data centers could adversely affect our business by reducing our customers’

confidence in the reliability of our services and products.

information technologies and systems are vulnerable to damage or interruption from various causes, including acts of God and other

natural disasters, war and acts of terrorism and power losses, computer systems failures, internet and telecommunications or data

network failures, operator error, losses of and corruption of data and similar events.

Our customers’

data, including patient

health records, reside on our own servers located in the U.S., Pakistan Offices and Sri Lanka.

Although we conduct business continuity

planning to protect against fires, floods, other natural disasters and general business interruptions to mitigate the adverse

effects of a disruption, relocation or change in operating environment at our data centers, the situations we plan for and the

amount of insurance coverage we maintain may not be adequate in any particular case.

In addition, the occurrence of any of these

events could result in interruptions, delays or cessations in service to our customers.

Any of these events could impair or prohibit

our ability to provide our services, reduce the attractiveness of our services to current or potential customers and adversely

impact our financial condition and results of operations.

addition, despite the implementation of security measures, our infrastructure, data centers, or systems that we interface with

or utilize, including the internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or

contractor access, computer viruses, programming errors, denial-of-service attacks or other attacks by third-parties seeking to

disrupt operations or misappropriate information or similar physical or electronic breaches of security.

Any of these can cause

system failure, including network, software or hardware failure, which can result in service disruptions.

As a result, we may

be required to expend significant capital and other resources to protect against security breaches and hackers or to alleviate

problems caused by such breaches.

We also process, transmit and store some data of our customers on servers and networks that are owned and controlled

by third-party contractors in India and elsewhere.

Increasingly, threat actors are targeting the healthcare industry with ransomware

and other malicious software.

If our security measures are breached or fail as a result of third-party action, acts of terror, social

unrest, employee error, malfeasance or for any other reasons, someone may be able to obtain unauthorized access to customer or patient

Improper activities by third parties, advances in computer and software capabilities and encryption technology, new tools and discoveries

and other events or developments may facilitate or result in a compromise or breach of our security systems.

Our security measures may

not be effective in preventing unauthorized access to the customer and patient data stored on our servers.

If a breach of our security

occurs, we could face damages for contract breach, penalties for violation of applicable laws or regulations, possible lawsuits by individuals

affected by the breach and significant remediation costs and efforts to prevent future occurrences.

In addition, whether there is an

actual or a perceived breach of our security, the market perception of the effectiveness of our security measures could be harmed and

we could lose current or potential customers.

products and services are required to meet the interoperability standards, which could require us to incur substantial additional development

costs or result in a decrease in revenue.

customers and the industry leaders enacting regulatory requirements are concerned with and often require that our products and services

be interoperable with other third-party healthcare information technology suppliers.

Market forces or regulatory authorities could create

software interoperability standards that would apply to our solutions, and if our products and services are not consistent with those

standards, we could be forced to incur substantial additional development costs.

There currently exists a comprehensive set of criteria

for the functionality, interoperability and security of various software modules in the healthcare information technology industry.

those standards are subject to continuous modification and refinement.

Achieving and maintaining compliance with industry interoperability

standards and related requirements could result in larger than expected software development expenses and administrative expenses in

order to conform to these requirements.

These standards and specifications, once finalized, will be subject to interpretation by the

entities designated to certify such technology.

We will incur increased development costs in delivering solutions if we need to change

or enhance our products and services to be in compliance with these varying and evolving standards.

If our products and services are

not consistent with these evolving standards, our market position and sales could be impaired and we may have to invest significantly

in changes to our solutions.

Disruptions in

internet or telecommunication service or damage to our data centers could adversely affect our business by reducing our

customers’ confidence in the reliability of our services and products.

information technologies and systems are vulnerable to damage or interruption from various causes, including acts of God and other natural

disasters, war and acts of terrorism and power losses, computer systems failures, internet and telecommunications or data network failures,

operator error, losses of and corruption of data and similar events.

Our customers’ data, including patient health records, reside

on our own servers located in the U.S., and our Offshore Offices.

Although we conduct business continuity planning to protect against

fires, floods, other natural disasters and general business interruptions to mitigate the adverse effects of a disruption, relocation

or change in operating environment at our data centers, the situations we plan for and the amount of insurance coverage we maintain may

not be adequate in any particular case.

In addition, the occurrence of any of these events could result in interruptions, delays or cessations

in service to our customers.

Any of these events could impair or prohibit our ability to provide our services, reduce the attractiveness

of our services to current or potential customers and adversely impact our financial condition and results of operations.

addition, despite the implementation of security measures, our infrastructure, data centers, or systems that we interface with or utilize,

including the internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor access,

computer viruses, programming errors, denial-of-service attacks or other attacks by third-parties seeking to disrupt operations or misappropriate

information or similar physical or electronic breaches of security.

Any of these can cause system failure, including network, software

or hardware failure, which can result in service disruptions.

As a result, we may be required to expend significant capital and other

resources to protect against security breaches and hackers or to alleviate problems caused by such breaches.

may be subject to liability for the content we provide to our customers and their patients.

provide content for use by healthcare providers in treating patients.

This content includes, among other things, patient education

materials, coding and drug databases developed by third parties, and prepopulated templates providers can use to document as visits

and record patient health information.

If content in the third-party databases we use is incorrect or incomplete, adverse consequences,

including death, may give rise to product liability and other claims against us.

A court or government agency may take the position

that our delivery of health information directly, including through licensed practitioners, or delivery of information by a third-party

site that a consumer accesses through our solutions, exposes us to personal injury liability, or other liability for wrongful

delivery or handling of healthcare services or erroneous health information.

Our liability insurance coverage may not be adequate

or continue to be available on acceptable terms, if at all.

A claim brought against us that is uninsured or under-insured could

harm our business.

Even unsuccessful claims could result in substantial costs and diversion of management resources.

are subject to the effect of payer and provider conduct that we cannot control and that could damage our reputation with customers

and result in liability claims that increase our expenses.

This content includes, among other things, patient education materials,

coding and drug databases developed by third parties, and prepopulated templates providers can use to document visits and record patient

health information.

If content in the third-party databases we use is incorrect or incomplete, adverse consequences, including death,

may give rise to product liability and other claims against us.

A court or government agency may take the position that our delivery

of health information directly, including through licensed practitioners, or delivery of information by a third-party site that a consumer

accesses through our solutions, exposes us to personal injury liability, or other liability for wrongful delivery or handling of healthcare

services or erroneous health information.

Our liability insurance coverage may not be adequate or continue to be available on acceptable

terms, if at all.

A claim brought against us that is uninsured or under-insured could harm our business.

Even unsuccessful claims could

result in substantial costs and diversion of management resources.

are subject to the effect of payer and provider conduct that we cannot control and that could damage our reputation with customers and

result in liability claims that increase our expenses.

offer electronic claims submission services for which we rely on content from customers, payers, and others.

While we have implemented

features and safeguards designed to maximize the accuracy and completeness of claims content, these features and safeguards may

not be sufficient to prevent inaccurate claims data from being submitted to payers.

Should inaccurate claims data be submitted

to payers, we may experience poor operational results and be subject to liability claims, which could damage our reputation with

customers and result in liability claims that increase our expenses.

by our clients to obtain proper permissions and waivers may result in claims against us or may limit or prevent our use of data,

which could harm our business.

features and safeguards designed to maximize the accuracy and completeness of claims content, these features and safeguards may not be

sufficient to prevent inaccurate claims data from being submitted to payers.

Should inaccurate claims data be submitted to payers, we

may experience poor operational results and be subject to liability claims, which could damage our reputation with customers and result

in liability claims that increase our expenses .

by our clients to obtain proper permissions and waivers may result in claims against us or may limit or prevent our use of data, which

could harm our business.

clients are obligated by applicable law to provide necessary notices and to obtain necessary permission waivers for use and disclosure

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that we receive from them or on their behalf may be limited or prohibited by state or federal privacy laws or other laws.

could impair our functions, processes, and databases that reflect, contain, or are based upon such data and may prevent use of

In addition, this could interfere with or prevent creation or use of rules, and analyses or limit other data-driven

activities that benefit us.

Moreover, we may be subject to claims or liability for use or disclosure of information by reason

of lack of valid notice, permission, or waiver.

These claims or liabilities could subject us to unexpected costs and adversely

affect our operating results.

deficiencies in our financial reporting or internal controls could adversely affect our business and the trading price of our

a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses

in such internal controls.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of

our internal control over financial reporting.

the future, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely

basis and our financial statements may be materially misstated.

In addition, our internal control over financial reporting would

not prevent or detect all errors and fraud.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances

of fraud will be detected.

there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting

of our internal controls, investors may lose confidence in the accuracy and completeness of our financial reports, which in turn

could cause the price of our common stock and Series A Preferred Stock to decline.

Moreover, effective internal controls are necessary

to produce reliable financial reports and to prevent fraud.

If we have deficiencies in our internal controls, it may negatively

impact our business, results of operations and reputation.

In addition, we could become subject to investigations by Nasdaq, the

SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our

impair our functions, processes, and databases that reflect, contain, or are based upon such data and may prevent use of such data.

addition, this could interfere with or prevent creation or use of rules, and analyses or limit other data-driven activities that benefit

Moreover, we may be subject to claims or liability for use or disclosure of information by reason of lack of valid notice, permission,

These claims or liabilities could subject us to unexpected costs and adversely affect our operating results.

deficiencies in our financial reporting or internal controls could adversely affect our business and the trading price of our securities.

a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such

internal controls.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control

over financial reporting.

Additionally, this year the Company is required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act of 2002, as amended and has engaged its independent registered public accounting firm to perform an evaluation

of its internal controls over financial reporting.

the future, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis

and our financial statements may be materially misstated.

In addition, our internal control over financial reporting would not prevent

or detect all errors and fraud.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute

assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of

our internal controls, investors may lose confidence in the accuracy and completeness of our financial reports, which in turn could cause

the price of our common stock and preferred stock to decline.

Moreover, effective internal controls are necessary to produce reliable

financial reports and to prevent fraud.

If we have deficiencies in our internal controls, it may negatively impact our business, results

of operations and reputation.

In addition, we could become subject to investigations by Nasdaq, the SEC or other regulatory authorities,

which could require additional management attention and which could adversely affect our business.

identified a material weakness in our internal controls over financial reporting related to a non-routine transaction.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not

be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting related

to lack of controls over the completeness and accuracy of key inputs related to the measurement of a non-routine transaction.

We did not properly implement controls over the precision of

management’s review of certain key inputs relating to this transaction.We will be implementing remediation steps to improve our internal control over financial

We cannot be certain that the measures we have taken, and will take in the future, to remediate this material weakness will

be sufficient to control deficiencies with respect to non-routine transactions.

In the event we are unable to sufficiently remediate

this existing, or any future, material weakness in our internal controls over financial reporting, the accuracy and timing of our financial

reporting may be negatively impacted, and as a result we may be unable to maintain compliance with securities laws and investors may

lose confidence in the accuracy and completeness of our financial reports, leading to a decline in the market value of our securities.

are a party to several related-party agreements with our founder and Executive Chairman, Mahmud Haq, which have significant contractual

These agreements are reviewed by our Audit Committee on an annual basis.

inception, we have entered into several related-party transactions with our founder and Executive Chairman, Mahmud Haq, which

subject us to significant contractual obligations.

We believe these transactions reflect terms comparable to those that would

be available from third parties.

Our independent audit committee has reviewed these arrangements and continues to do so on an

annual basis.

inception, we have entered into several related-party transactions with our founder and Executive Chairman, Mahmud Haq, which subject

us to significant contractual obligations.

We believe these transactions reflect terms comparable to those that would be available from

third parties.

Our independent audit committee has reviewed these arrangements and continues to do so on an annual basis.

depend on key information systems and third-party service providers.

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financial reports.

These systems and services are vulnerable to interruptions or other failures resulting from, among other things,

natural disasters, terrorist attacks, software, equipment or telecommunications failures, processing errors, computer viruses,

other security issues or supplier defaults.

Security, backup and disaster recovery measures may not be adequate or implemented

properly to avoid such disruptions or failures.

Any disruption or failure of these systems or services could cause substantial

errors, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of customers

or other business disruptions, all of which could negatively affect our business and financial performance.

failures or cyberattacks and resulting interruptions in the availability of or degradation in the performance of our websites,

applications, products or services could harm our business.

cybersecurity attacks continue to evolve and increase, our information systems could also be penetrated or compromised by internal

and external parties’

intent on extracting confidential information, disrupting business processes or corrupting information.

Our systems may experience service interruptions or degradation due to hardware and software defects or malfunctions, computer

denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses,

disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, or other

Our systems are also subject to break-ins, sabotage and intentional acts of vandalism.

Some of our systems are not fully

redundant and our disaster recovery planning is not sufficient for all eventualities.

We have experienced and will likely continue

to experience system failures, denial of service attacks and other events or conditions from time to time that interrupt the availability

or reduce the speed or functionality of our websites and mobile applications.

These systems and services are vulnerable to interruptions or other failures resulting from, among other things, natural

disasters, terrorist attacks, software, equipment or telecommunications failures, processing errors, computer viruses, other security

issues or supplier defaults.

Security, backup and disaster recovery measures may not be adequate or implemented properly to avoid such

disruptions or failures.

Any disruption or failure of these systems or services could cause substantial errors, processing inefficiencies,

security breaches, inability to use the systems or process transactions, loss of customers or other business disruptions, all of which

could negatively affect our business and financial performance.

failures or cyberattacks and resulting interruptions in the availability of or degradation in the performance of our websites, applications,

products or services could harm our business.

cybersecurity attacks continue to evolve and increase, our information systems could also be penetrated or compromised by internal and

external parties’ intent on extracting confidential information, disrupting business processes or corrupting information.

may experience service interruptions or degradation due to hardware and software defects or malfunctions, computer denial-of-service

and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications

services, fraud, military or political conflicts, terrorist attacks, computer viruses, or other events.

Our systems are also subject

to break-ins, sabotage and intentional acts of vandalism.

Some of our systems are not fully redundant and our disaster recovery planning

is not sufficient for all eventualities.

We have experienced and will likely continue to experience system failures, denial of service

attacks and other events or conditions from time to time that interrupt the availability or reduce the speed or functionality of our

websites and mobile applications.

These events likely will result in loss of revenue.

A prolonged interruption in the availability or reduction in the speed or other functionality of our websites and mobile applications

could materially harm our business.

Frequent or persistent interruptions in our services could cause current or potential users

to believe that our systems are unreliable, leading them to switch to our competitors or to avoid our sites, and could permanently

harm our reputation and brands.

Moreover, to the extent that any system failure or similar event results in damages to our customers

or their businesses, these customers could seek significant compensation from us for their losses and those claims, even if unsuccessful,

would likely be time-consuming and costly for us to address.

These risks could arise from external parties or from acts or omissions

of internal or service provider personnel.

Such unauthorized access could disrupt our business and could result in the loss of

assets, litigation, remediation costs, damage to our reputation and failure to retain or attract customers following such an event,

which could adversely affect our business.

A prolonged interruption in the availability or

reduction in the speed or other functionality of our websites and mobile applications could materially harm our business.

persistent interruptions in our services could cause current or potential users to believe that our systems are unreliable, leading them

to switch to our competitors or to avoid our sites, and could permanently harm our reputation and brands.

Moreover, to the extent that

any system failure or similar event results in damages to our customers or their businesses, these customers could seek significant compensation

from us for their losses and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

could arise from external parties or from acts or omissions of internal or service provider personnel.

Such unauthorized access could

disrupt our business and could result in the loss of assets, litigation, remediation costs, damage to our reputation and failure to retain

or attract customers following such an event, which could adversely affect our business.

technological change in the telehealth industry presents us with significant risks and challenges .

telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and

evolving industry standards.

Our success will depend on our ability to enhance our solution with next-generation technologies

and to develop or to acquire and market new services to access new consumer populations.

There is no guarantee that we will possess

the resources, either financial or personnel, for the research, design and development of new applications or services, or that

we will be able to utilize these resources successfully and avoid technological or market obsolescence.

Further, there can be

no assurance that technological advances by one or more of our competitors or future competitors will not result in our present

or future applications and services becoming uncompetitive or obsolete.

telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving

industry standards.

Our success will depend on our ability to enhance our solution with next-generation technologies and to develop or

to acquire and market new services to access new consumer populations.

There is no guarantee that we will possess the resources, either

financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize

these resources successfully and avoid technological or market obsolescence.

Further, there can be no assurance that technological advances

by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive

healthcare industry is heavily regulated.

Our failure to comply with regulatory requirements could create liability for us, result

in adverse publicity and negatively affect our business.

Our failure to comply with regulatory requirements could create liability for us, result in

adverse publicity and negatively affect our business.

healthcare industry is heavily regulated and is constantly evolving due to the changing political, legislative, regulatory landscape

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Many healthcare laws are complex, and their application to specific services and relationships may not be clear.

In particular, many existing healthcare laws and regulations, when enacted, did not anticipate or address the services that we

Further, healthcare laws differ from state to state and it is difficult to ensure that our business, products and services

comply with evolving laws in all states.

By way of example, certain federal and state laws forbid billing based on referrals between

individuals or entities that have various financial, ownership, or other business relationships with healthcare providers.

laws vary widely from state to state, and one of the federal laws governing these relationships, known as the Stark Law, is very

complex in its application.

Similarly, many states have laws forbidding physicians from practicing medicine in partnership with

non-physicians, such as business corporations, as well as laws or regulations forbidding splitting of physician fees with non-physicians

Other federal and state laws restrict assignment of claims for reimbursement from government-funded programs, the manner

in which business service companies may handle payments for such claims and the methodology under which business services companies

may be compensated for such services.

Office of Inspector General (“OIG”) of the Department of Health and Human Services (“HHS”) has a longstanding

particular, many existing healthcare laws and regulations, when enacted, did not anticipate or address the services that we provide.

Further, healthcare laws differ from state to state and it is difficult to ensure that our business, products and services comply with

evolving laws in all states.

By way of example, certain federal and state laws forbid billing based on referrals between individuals

or entities that have various financial, ownership, or other business relationships with healthcare providers.

These laws vary widely

from state to state, and one of the federal laws governing these relationships, known as the Stark Law, is very complex in its application.

Similarly, many states have laws forbidding physicians from practicing medicine in partnership with non-physicians, such as business

corporations, as well as laws or regulations forbidding splitting of physician fees with non-physicians or others.

Other federal and

state laws restrict assignment of claims for reimbursement from government-funded programs, the manner in which business service companies

may handle payments for such claims and the methodology under which business services companies may be compensated for such services.

Office of Inspector General (“OIG”) of the Department of Health and Human Services (“HHS”) has a longstanding

concern that percentage-based billing arrangements may increase the risk of improper billing practices.

In addition, certain states

have adopted laws or regulations forbidding splitting of fees with non-physicians which may be interpreted to prevent business

service providers, including medical billing providers, from using a percentage-based billing arrangement.

The OIG and HHS recommend

that medical billing companies develop and implement comprehensive compliance programs to mitigate this risk.

While we have developed

and implemented a comprehensive billing compliance program that we believe is consistent with these recommendations, our failure

to ensure compliance with controlling legal requirements, accurately anticipate the application of these laws and regulations

to our business and contracting model, or other failure to comply with regulatory requirements, could create liability for us,

result in adverse publicity and negatively affect our business.

federal Anti-Kickback Statute (“AKS”) prohibits us from knowingly and willfully soliciting, receiving, offering or

providing remuneration in exchange for referrals or recommendations for purposes of selling products or services which are paid

for by federal healthcare programs such as Medicare and Medicaid.

In addition, a claim including products or services resulting

from a violation of AKS constitutes a violation of the federal False Claims Act (“FCA”).

If we are determined to have

violated the FCA, we may be required to pay up to three times the actual damages sustained by the government, plus mandatory civil

penalties for each separate false claim.

If we are found to be in violation of the FCA, AKS, ACA, or any other applicable state

or any federal fraud and abuse laws, whether by our current practices or for the past practices of a company we acquire, we may

be subject to substantial civil damages and criminal penalties and fines that could have a material adverse impact on our business.

addition, federal and state legislatures and agencies periodically consider proposals to revise aspects of the healthcare industry

or to revise or create additional statutory and regulatory requirements.

For instance, the current administration may make changes

to the ACA, the nature and scope of which are presently unknown.

Similarly, certain computer software products are regulated as

medical devices under the Federal Food, Drug, and Cosmetic Act.

While the Food and Drug Administration (“FDA”) has

sometimes chosen to disclaim authority to, or to refrain from actively regulating certain software products which are similar

to our products, this area of medical device regulation remains in flux.

We expect that the FDA will continue to be active in

exploring legal regimes for regulating computer software intended for use in healthcare settings.

Any additional regulation can

be expected to impose additional overhead costs on us and should we fail to adequately meet these legal obligations, we could

face potential regulatory action.

Regulatory authorities such as the Centers for Medicare and Medicaid Services may also impose

functionality standards with regard to electronic prescribing technologies.

If implemented, proposals like these could impact

our operations, the use of our services and our ability to market new services, or could create unexpected liabilities for us.

We cannot predict what changes to laws or regulations might be made in the future or how those changes could affect our business

or our operating costs.

our ability to provide our telehealth services in each state is dependent upon a state’s treatment of telehealth and emerging

technologies (such as digital health services), which are subject to changing political, regulatory and other influences.

states have laws that limit or restrict the practice of telehealth, such as laws that require a provider to be licensed and/or

physically located in the same state where the patient is located.

For example, California, New York, Massachusetts, Oregon and

Washington, D.C., among others, are not members of the Interstate Medical Licensure Compact, which streamlines the process by

which physicians licensed in one state are able to practice in other participating states.

Failure to comply with these laws could

result in denials of reimbursement for services (to the extent such services are billed), recoupments of prior payments, professional

discipline for providers or civil or criminal penalties.

we do not maintain the certification of our EHR solutions pursuant to the HITECH Act, our business, financial condition and results

of operations will be adversely affected.

HITECH Act provides financial incentives for healthcare providers that demonstrate “meaningful use”

of EHR and mandates

use of health information technology systems that are certified according to technical standards developed under the supervision

Department of Health and Human Services (“HHS”).

The HITECH Act also imposes certain requirements upon

governmental agencies to use, and requires healthcare providers, health plans, and insurers contracting with such agencies to

use, systems that are certified according to such standards.

Such standards and implementation specifications that are being developed

under the HITECH Act includes named standards, architectures, and software schemes for the authentication and security of individually

identifiable health information and the creation of common solutions across disparate entities.

HITECH Act’s certification requirements affect our business because we have invested and continue to invest in conforming

our products and services to these standards.

HHS has developed certification programs for electronic health records and health

information exchanges.

Our web-based EHR solution has been certified as a complete EHR by ICSA Labs, a non-governmental, independent

certifying body.

We must ensure that our EHR solutions continue to be certified according to applicable HITECH Act technical standards

so that our customers qualify for any “meaningful use”

incentive payments and are not subject to penalties for non-compliance.

Failure to maintain this certification under the HITECH Act could jeopardize our relationships with customers who are relying

upon us to provide certified software, and will make our products and services less attractive to customers than the offerings

of other EHR vendors who maintain certification of their products.

In addition, certain states have

adopted laws or regulations forbidding splitting of fees with non-physicians which may be interpreted to prevent business service providers,

including medical billing providers, from using a percentage-based billing arrangement.

The OIG and HHS recommend that medical billing

companies develop and implement comprehensive compliance programs to mitigate this risk.

While we have developed and implemented a comprehensive

billing compliance program that we believe is consistent with these recommendations, our failure to ensure compliance with controlling

legal requirements, accurately anticipate the application of these laws and regulations to our business and contracting model, or other

failure to comply with regulatory requirements, could create liability for us, result in adverse publicity and negatively affect our

federal Anti-Kickback Statute (“AKS”) prohibits us from knowingly and willfully soliciting, receiving, offering or providing

remuneration in exchange for referrals or recommendations for purposes of selling products or services which are paid for by federal

healthcare programs such as Medicare and Medicaid.

In addition, a claim including products or services resulting from a violation of

AKS constitutes a violation of the federal False Claims Act (“FCA”).

If we are determined to have violated the FCA, we may

be required to pay up to three times the actual damages sustained by the government, plus mandatory civil penalties for each separate

If we are found to be in violation of the FCA, AKS, ACA, or any other applicable state or any federal fraud and abuse laws,

whether by our current practices or for the past practices of a company we acquire, we may be subject to substantial civil damages and

criminal penalties and fines that could have a material adverse impact on our business.

addition, federal and state legislatures and agencies periodically consider proposals to revise aspects of the healthcare industry or

to revise or create additional statutory and regulatory requirements.

For instance, the current administration may make changes to the

ACA, the nature and scope of which are presently unknown.

Similarly, certain computer software products are regulated as medical devices

under the Federal Food, Drug, and Cosmetic Act.

While the Food and Drug Administration (“FDA”) has sometimes chosen to disclaim

authority to, or to refrain from actively regulating certain software products which are similar to our products, this area of medical

device regulation remains in flux.

We expect that the FDA will continue to be active in exploring legal regimes for regulating computer

software intended for use in healthcare settings.

Any additional regulation can be expected to impose additional overhead costs on us

and should we fail to adequately meet these legal obligations, we could face potential regulatory action.

Regulatory authorities such

as the Centers for Medicare and Medicaid Services may also impose functionality standards with regard to electronic prescribing technologies.

If implemented, proposals like these could impact our operations, the use of our services and our ability to market new services, or

could create unexpected liabilities for us.

We cannot predict what changes to laws or regulations might be made in the future or how

those changes could affect our business or our operating costs.

our ability to provide our telehealth services in each state is dependent upon a state’s treatment of telehealth and emerging technologies

(such as digital health services), which are subject to changing political, regulatory and other influences.

Many states have laws that

limit or restrict the practice of telehealth, such as laws that require a provider to be licensed and/or physically located in the same

state where the patient is located.

For example, California, Massachusetts, and Oregon, among others, are not members of the Interstate

Medical Licensure Compact, which streamlines the process by which physicians licensed in one state are able to practice in other participating

Failure to comply with these laws could result in denials of reimbursement for services (to the extent such services are billed),

recoupments of prior payments, professional discipline for providers or civil or criminal penalties.

we do not maintain the certification of our EHR solutions pursuant to the HITECH Act, our business, financial condition and results of

operations will be adversely affected.

HITECH Act provides financial incentives for healthcare providers that demonstrate “meaningful use” of EHR and mandates use

of health information technology systems that are certified according to technical standards developed under the supervision of the U.S.

Department of Health and Human Services (“HHS”).

The HITECH Act also imposes certain requirements upon governmental agencies

to use, and requires healthcare providers, health plans, and insurers contracting with such agencies to use, systems that are certified

according to such standards.

Such standards and implementation specifications that are being developed under the HITECH Act includes

named standards, architectures, and software schemes for the authentication and security of individually identifiable health information

and the creation of common solutions across disparate entities.

HITECH Act’s certification requirements affect our business because we have invested and continue to invest in conforming our products

and services to these standards.

HHS has developed certification programs for electronic health records and health information exchanges.

Our web-based EHR solution has been certified as a complete EHR by ICSA Labs, a non-governmental, independent certifying body.

ensure that our EHR solutions continue to be certified according to applicable HITECH Act technical standards so that our customers qualify

for any “meaningful use” incentive payments and are not subject to penalties for non-compliance.

Failure to maintain this

certification under the HITECH Act could jeopardize our relationships with customers who are relying upon us to provide certified software,

and will make our products and services less attractive to customers than the offerings of other EHR vendors who maintain certification

of their products.

a breach of our measures protecting personal data covered by HIPAA or the HITECH Act occurs, we may incur significant liabilities.

Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and the regulations that have been

issued under it contain substantial restrictions and requirements with respect to the use, collection, storage and disclosure

of individuals’

Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and the regulations that have been issued

under it contain substantial restrictions and requirements with respect to the use, collection, storage and disclosure of individuals’

protected health information.

Under HIPAA, covered entities must establish administrative, physical and

technical safeguards to protect the confidentiality, integrity and availability of electronic protected health information maintained

or transmitted by them or by others on their behalf.

In February 2009, HIPAA was amended by the HITECH Act to add provisions that

impose certain of HIPAA’s privacy and security requirements directly upon business associates of covered entities.

HIPAA and the HITECH Act, our customers are covered entities and we are a business associate of our customers as a result of our

contractual obligations to perform certain services for those customers.

The HITECH Act transferred enforcement authority of the

security rule from CMS to the Office for Civil Rights of HHS, thereby consolidating authority over the privacy and security rules

under a single office within HHS.

Further, HITECH empowered state attorneys’

general to enforce HIPAA.

HITECH Act heightened enforcement of privacy and security rules, indicating that the imposition of penalties will be more common

in the future and such penalties will be more severe.

For example, the HITECH Act requires that the HHS fully investigate all

complaints if a preliminary investigation of the facts indicates a possible violation due to “willful neglect”

imposes penalties if such neglect is found.

Further, where our liability as a business associate to our customers was previously

merely contractual in nature, the HITECH Act now treats the breach of duty under an agreement by a business associate to carry

the same liability as if the covered entity engaged in the breach.

In other words, as a business associate, we are now directly

responsible for complying with HIPAA.

We may find ourselves subject to increased liability as a possible liable party and we may

incur increased costs as we perform our obligations to our customers under our agreements with them.

Under HIPAA, covered entities must establish administrative, physical and technical safeguards to protect

the confidentiality, integrity and availability of electronic protected health information maintained or transmitted by them or by others

on their behalf.

In February 2009, HIPAA was amended by the HITECH Act to add provisions that impose certain of HIPAA’s privacy

and security requirements directly upon business associates of covered entities.

Under HIPAA and the HITECH Act, our customers are covered

entities and we are a business associate of our customers as a result of our contractual obligations to perform certain services for

those customers.

The HITECH Act transferred enforcement authority of the security rule from CMS to the Office for Civil Rights of HHS,

thereby consolidating authority over the privacy and security rules under a single office within HHS.

Further, HITECH empowered state

attorneys’ general to enforce HIPAA.

HITECH Act heightened enforcement of privacy and security rules, indicating that the imposition of penalties will be more common in the

future and such penalties will be more severe.

For example, the HITECH Act requires that the HHS fully investigate all complaints if

a preliminary investigation of the facts indicates a possible violation due to “willful neglect” and imposes penalties if

such neglect is found.

Further, where our liability as a business associate to our customers was previously merely contractual in nature,

the HITECH Act now treats the breach of duty under an agreement by a business associate to carry the same liability as if the covered

entity engaged in the breach.

In other words, as a business associate, we are now directly responsible for complying with HIPAA.

find ourselves subject to increased liability as a possible liable party and we may incur increased costs as we perform our obligations

to our customers under our agreements with them.

regulations also require business associates to notify covered entities, who in turn must notify affected individuals and government

authorities of data security breaches involving unsecured protected health information.

We have performed an assessment of the

potential risks and vulnerabilities to the confidentiality, integrity and availability of electronic health information.

to this risk analysis, we implemented and maintain physical, technical and administrative safeguards intended to protect all personal

data and have processes in place to assist us in complying with applicable laws and regulations regarding the protection of this

data and properly responding to any security incidents.

If we knowingly breach the HITECH Act’s requirements, we could be

exposed to criminal liability.

A breach of our safeguards and processes could expose us to civil penalties of up to $1.5 million

for each incident and the possibility of civil litigation.

we or our customers fail to comply with federal and state laws governing submission of false or fraudulent claims to government

healthcare programs and financial relationships among healthcare providers, we or our customers may be subject to civil and criminal

penalties or loss of eligibility to participate in government healthcare programs.

a participant in the healthcare industry, our operations and relationships, and those of our customers, are regulated by a number

of federal, state and local governmental entities.

The impact of these regulations can adversely affect us even though we may

not be directly regulated by specific healthcare laws and regulations.

We must ensure that our products and services can be used

by our customers in a manner that complies with those laws and regulations.

Inability of our customers to do so could affect the

marketability of our products and services or our compliance with our customer contracts, or even expose us to direct liability

under the theory that we had assisted our customers in a violation of healthcare laws or regulations.

A number of federal and

state laws, including anti-kickback restrictions and laws prohibiting the submission of false or fraudulent claims, apply to healthcare

providers and others that make, offer, seek or receive referrals or payments for products or services that may be paid for through

any federal or state healthcare program and, in some instances, any private program.

These laws are complex and their application

to our specific services and relationships may not be clear and may be applied to our business in ways that we do not anticipate.

Federal and state regulatory and law enforcement authorities have recently increased enforcement activities with respect to Medicare

and Medicaid fraud and abuse regulations and other healthcare reimbursement laws and rules.

From time to time, participants in

the healthcare industry receive inquiries or subpoenas to produce documents in connection with government investigations.

be required to expend significant time and resources to comply with these requests, and the attention of our management team could

be diverted by these efforts.

The occurrence of any of these events could give our customers the right to terminate our contracts

with us and result in significant harm to our business and financial condition.

We have performed an assessment of the potential

risks and vulnerabilities to the confidentiality, integrity and availability of electronic health information.

In response to this risk

analysis, we implemented and maintain physical, technical and administrative safeguards intended to protect all personal data and have

processes in place to assist us in complying with applicable laws and regulations regarding the protection of this data and properly

responding to any security incidents.

If we knowingly breach the HITECH Act’s requirements, we could be exposed to criminal liability.

A breach of our safeguards and processes could expose us to civil penalties of up to $1.5 million for each incident and the possibility

of civil litigation.

we or our customers fail to comply with federal and state laws governing submission of false or fraudulent claims to government healthcare

programs and financial relationships among healthcare providers, we or our customers may be subject to civil and criminal penalties or

loss of eligibility to participate in government healthcare programs.

a participant in the healthcare industry, our operations and relationships, and those of our customers, are regulated by a number of

federal, state and local governmental entities.

The impact of these regulations can adversely affect us even though we may not be directly

regulated by specific healthcare laws and regulations.

We must ensure that our products and services can be used by our customers in

a manner that complies with those laws and regulations.

Inability of our customers to do so could affect the marketability of our products

and services or our compliance with our customer contracts, or even expose us to direct liability under the theory that we had assisted

our customers in a violation of healthcare laws or regulations.

A number of federal and state laws, including anti-kickback restrictions

and laws prohibiting the submission of false or fraudulent claims, apply to healthcare providers and others that make, offer, seek or

receive referrals or payments for products or services that may be paid for through any federal or state healthcare program and, in some

instances, any private program.

These laws are complex and their application to our specific services and relationships may not be clear

and may be applied to our business in ways that we do not anticipate.

Federal and state regulatory and law enforcement authorities have

recently increased enforcement activities with respect to Medicare and Medicaid fraud and abuse regulations and other healthcare reimbursement

laws and rules.

From time to time, participants in the healthcare industry receive inquiries or subpoenas to produce documents in connection

with government investigations.

We could be required to expend significant time and resources to comply with these requests, and the

attention of our management team could be diverted by these efforts.

The occurrence of any of these events could give our customers the

right to terminate our contracts with us and result in significant harm to our business and financial condition.

laws and regulations may change rapidly, and it is frequently unclear how they apply to our business.

Any failure of our products

or services to comply with these laws and regulations could result in substantial civil or criminal liability and could, among

other things, adversely affect demand for our services, invalidate all or portions of some of our contracts with our customers,

require us to change or terminate some portions of our business, require us to refund portions of our revenue, cause us to be

disqualified from serving customers doing business with government payers, and give our customers the right to terminate our contracts

with them, any one of which could have an adverse effect on our business.

healthcare reform and new regulatory requirements placed on our products and services could increase our costs, delay or prevent

our introduction of new products or services, and impair the function or value of our existing products and services.

products and services may be significantly impacted by healthcare reform initiatives and will be subject to increasing regulatory

requirements, either of which could negatively impact our business in a multitude of ways.

If substantive healthcare reform or

applicable regulatory requirements are adopted, we may have to change or adapt our products and services to comply.

changing regulatory requirements may also render our products or services obsolete or may block us from accomplishing our work

or from developing new products or services.

This may in turn impose additional costs upon us to adapt to the new operating environment

or to further develop or modify our products and services.

Such reforms may also make introduction of new products and service

costlier or more time-consuming than we currently anticipate.

These changes may also prevent our introduction of new products

and services or make the continuation or maintenance of our existing products and services unprofitable or impossible.

regulation of the disclosure of medical information outside the United States may adversely affect our operations and may increase

or state governmental authorities may impose additional data security standards or additional privacy or other restrictions on

the collection, use, transmission, and other disclosures of medical information.

Legislation has been proposed at various times

at both the federal and the state level that would limit, forbid, or regulate the use or transmission of medical information outside

of the United States.

Such legislation, if adopted, may render our use of our servers in offshore offices for work related to

such data impracticable or substantially more expensive.

Alternative processing of such information within the United States may

involve substantial delay in implementation and increased cost.

Any failure of our products or

services to comply with these laws and regulations could result in substantial civil or criminal liability and could, among other things,

adversely affect demand for our services, invalidate all or portions of some of our contracts with our customers, require us to change

or terminate some portions of our business, require us to refund portions of our revenue, cause us to be disqualified from serving customers

doing business with government payers, and give our customers the right to terminate our contracts with them, any one of which could

have an adverse effect on our business.

healthcare reform and new regulatory requirements placed on our products and services could increase our costs, delay or prevent our

introduction of new products or services, and impair the function or value of our existing products and services.

products and services may be significantly impacted by healthcare reform initiatives and will be subject to increasing regulatory requirements,

either of which could negatively impact our business in a multitude of ways.

If substantive healthcare reform or applicable regulatory

requirements are adopted, we may have to change or adapt our products and services to comply.

Reform or changing regulatory requirements

may also render our products or services obsolete or may block us from accomplishing our work or from developing new products or services.

This may in turn impose additional costs upon us to adapt to the new operating environment or to further develop or modify our products

and services.

Such reforms may also make introduction of new products and service costlier or more time-consuming than we currently anticipate.

These changes may also prevent our introduction of new products and services or make the continuation or maintenance of our existing

products and services unprofitable or impossible.

regulation of the disclosure of medical information outside the United States may adversely affect our operations and may increase our

or state governmental authorities may impose additional data security standards or additional privacy or other restrictions on the collection,

use, transmission, and other disclosures of medical information.

Legislation has been proposed at various times at both the federal and

the state level that would limit, forbid, or regulate the use or transmission of medical information outside of the United States.

legislation, if adopted, may render our use of our servers in offshore offices for work related to such data impracticable or substantially

more expensive.

Alternative processing of such information within the United States may involve substantial delay in implementation and

increased cost.

services present the potential for embezzlement, identity theft, or other similar illegal behavior by our employees.

other things, our services from time to time involve handling mail from payers and payments from patients for our customers, and

this mail frequently includes original checks and credit card information and occasionally includes currency.

Where requested,

we deposit payments and process credit card transactions from patients on behalf of customers and then forward these payments

to the customers.

Even in those cases in which we do not handle original documents or mail, our services also involve the use

and disclosure of personal and business information that could be used to impersonate third parties or otherwise gain access to

their data or funds.

The manner in which we store and use certain financial information is governed by various federal and state

If any of our employees takes, converts, or misuses such funds, documents, or data, we could be liable for damages, subject

to regulatory actions and penalties, and our business reputation could be damaged or destroyed.

In addition, we could be perceived

to have facilitated or participated in illegal misappropriation of funds, documents, or data and therefore be subject to civil

or criminal liability.

other things, our services from time to time involve handling mail from payers and payments from patients for our customers, and this

mail frequently includes original checks and credit card information and occasionally includes currency.

Where requested, we deposit

payments and process credit card transactions from patients on behalf of customers and then forward these payments to the customers.

Even in those cases in which we do not handle original documents or mail, our services also involve the use and disclosure of personal

and business information that could be used to impersonate third parties or otherwise gain access to their data or funds.

in which we store and use certain financial information is governed by various federal and state laws.

If any of our employees takes,

converts, or misuses such funds, documents, or data, we could be liable for damages, subject to regulatory actions and penalties, and

our business reputation could be damaged or destroyed.

In addition, we could be perceived to have facilitated or participated in illegal

misappropriation of funds, documents, or data and therefore be subject to civil or criminal liability.

Related to Ownership of Shares of Our Common Stock

revenues, operating results and cash flows may fluctuate in future periods and we may fail to meet investor expectations, which

may cause the price of our common stock to decline.

revenues, operating results and cash flows may fluctuate in future periods and we may fail to meet investor expectations, which may cause

the price of our common stock to decline.

in our quarterly and year-end operating results are difficult to predict and may fluctuate significantly from period to period.

If our sales or operating results fall below the expectations of investors or securities analysts, the price of our common stock

could decline substantially.

sales or operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline

substantially.

Specific factors that may cause fluctuations in our operating results include:

3 unchanged sentences

and patient acceptance of any of our current or future products;

● introduction

of competing products;

4 unchanged sentences

of a substantial number of shares of our common stock in the public market could occur at any time.

If our stockholders sell,

or the market perceives that our stockholders intend to sell substantial amounts of our common stock in the public market, the

market price of our common stock could decline significantly.

Haq currently controls 34.3% of our outstanding shares of common stock, which will prevent investors from influencing significant

corporate decisions.

Haq, our founder and Executive Chairman, beneficially owns 34.3% of our outstanding shares of common stock.

If our stockholders sell, or the

market perceives that our stockholders intend to sell substantial amounts of our common stock in the public market, the market price

of our common stock could decline significantly.

Haq currently controls 30.1% of our outstanding shares of common stock, which will prevent investors from influencing significant corporate

Haq, our founder and Executive Chairman, beneficially owns 30.1%

of our outstanding shares of common stock.

As a result, Mr.

exercises a significant level of control over all matters requiring stockholder approval, including the election of directors,

amendment of our certificate of incorporation, and approval of significant corporate transactions.

This control could have the

effect of delaying or preventing a change of control of our company or changes in management, and will make the approval of certain

transactions difficult or impossible without his support, which in turn could reduce the price of our common stock.

of Delaware law, of our amended and restated charter and amended and restated bylaws may make a takeover more difficult, which

could cause our common stock price to decline.

in our amended and restated certificate of incorporation and amended and restated bylaws and in the Delaware General Corporation

Law (“DGCL”) may make it difficult and expensive for a third party to pursue a tender offer, change in control or

takeover attempt, which is opposed by management and the Board of Directors.

Public stockholders who might desire to participate

in such a transaction may not have an opportunity to do so.

We have a staggered Board of Directors that makes it difficult for

stockholders to change the composition of the Board of Directors in any one year.

Further, our amended and restated certificate

of incorporation provides for the removal of a director only for cause upon the affirmative vote of the holders of at least 50.1%

of the outstanding shares entitled to cast their vote for the election of directors, which may discourage a third party from making

a tender offer or otherwise attempting to obtain control of us.

These and other anti-takeover provisions could substantially impede

the ability of public stockholders to change our management and Board of Directors.

Such provisions may also limit the price that

investors might be willing to pay for shares of our Series A Preferred Stock in the future.

Haq exercises a significant level of control

over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation,

and approval of significant corporate transactions.

This control could have the effect of delaying or preventing a change of control

of our company or changes in management, and will make the approval of certain transactions difficult or impossible without his support,

which in turn could reduce the price of our common stock.

of Delaware law, of our amended and restated charter and amended and restated bylaws may make a takeover more difficult, which could

cause our common stock price to decline.

in our amended and restated certificate of incorporation and amended and restated bylaws and in the Delaware General Corporation Law

(“DGCL”) may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt,

which is opposed by management and the Board of Directors.

Public stockholders who might desire to participate in such a transaction

may not have an opportunity to do so.

We have a staggered Board of Directors that makes it difficult for stockholders to change the composition

of the Board of Directors in any one year.

Further, our amended and restated certificate of incorporation provides for the removal of

a director only for cause upon the affirmative vote of the holders of at least 50.1% of the outstanding shares entitled to cast their

vote for the election of directors, which may discourage a third party from making a tender offer or otherwise attempting to obtain control

These and other anti-takeover provisions could substantially impede the ability of public stockholders to change our management

and Board of Directors.

Such provisions may also limit the price that investors might be willing to pay for shares of our Preferred Stock

in the future.

issuance of additional preferred stock in the future may dilute the rights of our existing stockholders.

Board of Directors has the authority to issue up to 7,000,000 shares of preferred stock and to determine the price, privileges

and other terms of these shares, of which 5,475,279 shares have been issued as of December 31, 2020.

Our Board of Directors may

exercise its authority with respect to the remaining shares of preferred stock without any further approval of common stockholders.

The rights of the holders of common stock may be adversely affected by the rights of future holders of preferred stock.

Board of Directors has the authority to issue up to 7,000,000 shares of preferred stock and to determine the price, privileges and other

terms of these shares, of which 5,299,227 shares

have been issued as of December 31, 2021.

Our Board of Directors may exercise its authority with respect to the remaining shares of preferred

stock without any further approval of common stockholders.

The rights of the holders of common stock may be adversely affected

by the rights of future holders of preferred stock.

do not intend to pay cash dividends on our common stock.

we do not anticipate paying any cash dividends to holders of our common stock.

As a result, capital appreciation, if any, of our

common stock will be a stockholder’s sole source of gain.

with the laws and regulations affecting public companies will increase our costs and the demands on management and could harm

our operating results.

As a result, capital appreciation, if any, of our common

stock will be a stockholder’s sole source of gain.

with the laws and regulations affecting public companies will increase our costs and the demands on management and could harm our operating

a public company, we continue to incur significant legal, accounting, and other expenses.

In addition, the Sarbanes-Oxley Act

and rules subsequently implemented by the SEC and the Nasdaq Stock Market impose various requirements on public companies, including

requiring changes in corporate governance practices.

Our management and other personnel devote a substantial amount of time to

these compliance initiatives.

Moreover, these rules and regulations have increased and will continue to increase our legal, accounting,

and financial compliance costs and have made and will continue to make some activities more time-consuming and costlier.

these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance,

and we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar

These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve

on our Board of Directors or our board committees or as executive officers.

In addition, the Sarbanes-Oxley Act and rules

subsequently implemented by the SEC and the Nasdaq Stock Market impose various requirements on public companies, including requiring

changes in corporate governance practices.

Our management and other personnel devote a substantial amount of time to these compliance

Moreover, these rules and regulations have increased and will continue to increase our legal, accounting, and financial

compliance costs and have made and will continue to make some activities more time-consuming and costlier.

For example, these rules and

regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required

to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage.

These rules and

regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors or our

board committees or as executive officers.

addition, the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial

reporting annually and the effectiveness of our disclosure controls and procedures quarterly.

In particular, for the year ended

December 31, 2020, we performed system and process evaluation and testing of our internal control over financial reporting to

allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of

the Sarbanes-Oxley Act, or Section 404.

As a “smaller reporting company”

in 2020 and previous years, we elected to

avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness

of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.

Although we are still currently

exempt from the requirement to have our independent registered public accounting firm attest to the effectiveness of our internal

control over financial reporting, when our independent registered public accounting firm is required to undertake such an assessment,

the cost of our compliance with Section 404 will correspondingly increase.

Our compliance with applicable provisions of Section

404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues

and stay in compliance with reporting requirements.

Moreover, if we are not able to stay in compliance with the requirements of

Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies any

deficiency(ies) in our internal control over financial reporting that are deemed to be material weakness(es), the market price

of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities,

which would require additional financial and management resources.

investor perceptions of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of

our common and Preferred Stock.

Irrespective of compliance with Section 404, any failure of our internal control over financial

reporting could have a material adverse effect on our stated operating results and harm our reputation.

If we are unable to implement

these changes effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result

in an adverse opinion on internal control from our independent registered public accounting firm.

remained an “emerging growth company”

until December 31, 2019 under the Securities and Exchange Act of 1934, as amended,

or the Exchange Act.

While we were an “emerging growth company”

as defined in the JOBS Act, we were able to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

are a smaller reporting company and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting

companies will make our common stock less attractive to investors.

we have ceased being an emerging growth company as of December 31, 2019, many of the exemptions available for emerging growth

companies are also available to smaller reporting companies like us that have less than $250 million of worldwide common equity

held by non-affiliates.

The disclosures we will be required to provide in our SEC fillings will increase, but will still be less

than it would be if we were not considered a smaller reporting company.

Specifically, similar to emerging growth companies, smaller

reporting companies are able to provide simplified executive compensation disclosures in their fillings;

are exempt from the provisions

of Section 404 requiring that independent registered public accounting firms provide an attestation reporting on the effectiveness

of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings.

status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.

We cannot predict if investors will find our common stock less attractive because we will rely on the exemption available to smaller

reporting companies.

If some investors find our common stock less attractive as a result, there may be a less active trading market

for our common stock and our stock price may be more volatile.

As a “smaller reporting company”

in 2021 and previous years, we elected to avail ourselves of the exemption from the requirement that our independent registered public

accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley

For the year ended December 31, 2021, we are required to have our independent registered public accounting firm attest the effectiveness

of our internal control over financial reporting, and the cost of our compliance with Section 404 will correspondingly increase.

compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management

time on compliance-related issues and stay in compliance with reporting requirements.

Moreover, if we are not able to stay in compliance

with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm

identifies any deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price

of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would

require additional financial and management resources.

investor perceptions of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of our common

and preferred stock.

Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could

have a material adverse effect on our stated operating results and harm our reputation.

If we are unable to implement these changes effectively

or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on internal

control from our independent registered public accounting firm.

are a smaller reporting company and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies

will make our common stock less attractive to investors.

we have ceased being an emerging growth company as of December 31, 2019, many of the exemptions available for emerging growth companies

are also available to smaller reporting companies like us that have less than $250 million of worldwide common equity held by non-affiliates.

The disclosures we will be required to provide in our SEC filings are still less than they would be if we were not considered a smaller

reporting company.

Specifically, similar to emerging growth companies, smaller reporting companies are able to provide simplified executive

compensation disclosures in their fillings and have certain other decreased disclosure obligations in their SEC filings.

Our status as

a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.

predict if investors will find our common stock less attractive because we will rely on the exemption available to smaller reporting

If some investors find our common stock less attractive as a result, there may be a less active trading market for our common

stock and our stock price may be more volatile.

Related to Ownership of Shares of Our Preferred Stock

Series A Preferred Stock ranks junior to all of our indebtedness and other liabilities.

the event of our bankruptcy, liquidation, dissolution or winding-up of our affairs, our assets will be available to pay obligations

on the Series A Preferred Stock only after all of our indebtedness and other liabilities have been paid.

The rights of holders

of the Series A Preferred Stock to participate in the distribution of our assets will rank junior to the prior claims of our current

and future creditors and any future series or class of preferred stock we may issue that ranks senior to the Series A Preferred

Also, the Series A Preferred Stock effectively ranks junior to all existing and future indebtedness and to the indebtedness

and other liabilities of our existing subsidiaries and any future subsidiaries.

Our existing subsidiaries are, and future subsidiaries

would be, separate legal entities and have no legal obligation to pay any amounts to us in respect of dividends due on the Series

A Preferred Stock.

If we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets to pay amounts

due on any or all of the Series A Preferred Stock then outstanding.

We may in the future incur debt and other obligations that

will rank senior to the Series A Preferred Stock.

At December 31, 2020, our total liabilities equaled approximately $36.8 million.

of our existing or future debt instruments may restrict the authorization, payment or setting apart of dividends on the Series

A Preferred Stock.

Our Credit Agreement with Silicon Valley Bank (“SVB”) restricts the payment of dividends in the

event of any event of default, including failure to meet certain financial covenants.

There can be no assurance that we will remain

in compliance with the SVB Credit Agreement, and if we default, we may be contractually prohibited from paying dividends on the

Series A Preferred Stock.

Also, future offerings of debt or senior equity securities may adversely affect the market price of

the Series A Preferred Stock.

If we decide to issue debt or senior equity securities in the future, it is possible that these

securities will be governed by an indenture or other instruments containing covenants restricting our operating flexibility.

Additionally,

any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable

than those of the Series A Preferred Stock and may result in dilution to owners of the Series A Preferred Stock.

We and, indirectly,

our shareholders, will bear the cost of issuing and servicing such securities.

Because our decision to issue debt or equity securities

in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the

amount, timing or nature of our future offerings.

The holders of the Series A Preferred Stock will bear the risk of our future

offerings, which may reduce the market price of the Series A Preferred Stock and will dilute the value of their holdings.

may not be able to pay dividends on the Series A Preferred Stock if we fall out of compliance with our loan covenants and are

prohibited by our bank lender from paying dividends or if we have insufficient cash to make dividend payments.

ability to pay cash dividends on the Series A Preferred Stock requires us to have either net profits or positive net assets (total

assets less total liabilities), and to be able to pay our debts as they become due in the usual course of business.

predict with certainty whether we will remain in compliance with the covenants of our senior secured lender, SVB, which include,

among other things, generating adjusted EBITDA or complying with a minimum liquidity ratio at times when we are utilizing our

line of credit.

If we fall out of compliance, our lender may exercise any of its rights and remedies under the loan agreement,

including restricting us from making dividend payments.

notwithstanding these factors, we may not have sufficient cash to pay dividends on the Series A Preferred Stock.

Our ability to

pay dividends may be impaired if any of the risks described in this document, including the documents incorporated by reference

herein, were to occur.

Also, payment of our dividends depends upon our financial condition, remaining in compliance with our affirmative

and negative loan covenants with SVB, which we may be unable to do in the future, and other factors as our Board of Directors

may deem relevant from time to time.

We cannot assure you that our businesses will generate sufficient cash flow from operations

or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock,

if any, and preferred stock, including the Series A Preferred Stock to pay our indebtedness or to fund our other liquidity needs.

may issue additional shares of Series A Preferred Stock and additional series of preferred stock that rank on parity with the

Series A Preferred Stock as to dividend rights, rights upon liquidation or voting rights.

are allowed to issue additional shares of Series A Preferred Stock and additional series of preferred stock that would rank equal

to or below the Series A Preferred Stock as to dividend payments and rights upon our liquidation, dissolution or winding up of

our affairs pursuant to our amended and restated certificate of incorporation and the certificate of designations relating to

the Series A Preferred Stock without any vote of the holders of the Series A Preferred Stock.

Upon the affirmative vote of the

holders of at least two-thirds of the outstanding shares of Series A Preferred Stock (voting together as a class with all other

series of parity preferred stock we may issue upon which like voting rights have been conferred and are exercisable), we are allowed

to issue additional series of preferred stock that would rank above the Series A Preferred Stock as to dividend payments and rights

upon our liquidation, dissolution or the winding up of our affairs pursuant to our amended and restated certificate of incorporation

and the certificate of designations relating to the Series A Preferred Stock.

The issuance of additional shares of Series A Preferred

Stock and additional series of preferred stock could have the effect of reducing the amounts available to the Series A Preferred

Stock upon our liquidation or dissolution or the winding up of our affairs.

It also may reduce dividend payments on the Series

A Preferred Stock if we do not have sufficient funds to pay dividends on all Series A Preferred Stock outstanding and other classes

or series of stock with equal priority with respect to dividends.

although holders of Series A Preferred Stock are entitled to limited voting rights with respect to the circumstances under which

the holders of Series A Preferred Stock are entitled to vote, the Series A Preferred Stock votes separately as a class along with

all other series of our preferred stock that we may issue upon which like voting rights have been conferred and are exercisable.

As a result, the voting rights of holders of Series A Preferred Stock may be significantly diluted, and the holders of such other

series of preferred stock that we may issue may be able to control or significantly influence the outcome of any vote.

issuances and sales of senior or pari passu preferred stock, or the perception that such issuances and sales could occur, may

cause prevailing market prices for the Series A Preferred Stock and our common stock to decline and may adversely affect our ability

to raise additional capital in the financial markets at times and prices favorable to us.

interest rates may materially and adversely affect the value of the Series A Preferred Stock.

of the factors that influences the price of the Series A Preferred Stock is the dividend yield on the Series A Preferred Stock

(as a percentage of the market price of the Series A Preferred Stock) relative to market interest rates.

An increase in market

interest rates may lead prospective purchasers of the Series A Preferred Stock to expect a higher dividend yield (and higher interest

rates would likely increase our borrowing costs and potentially decrease funds available for dividend payments).

market interest rates could cause the market price of the Series A Preferred Stock to materially decrease.

of the Series A Preferred Stock may be unable to use the dividends-received deduction and may not be eligible for the preferential

tax rates applicable to “qualified dividend income”.

Series A and Series B preferred stock (“Preferred Stock”) ranks junior to all of our indebtedness and other liabilities.

Series A Preferred Stock ranks pari passu to our Series B Preferred Stock with respect to the distribution of assets upon our liquidation,

dissolution or winding-up of our affairs.

In the event of our bankruptcy, liquidation, dissolution or winding-up of our affairs, our

assets will be available to pay obligations on the Preferred Stock only after all of our indebtedness and other liabilities have been

The rights of holders of the Preferred Stock to participate in the distribution of our assets will rank junior to the prior claims

of our current and future creditors and any future series or class of preferred stock we may issue that ranks senior to the Preferred

Also, the Preferred Stock effectively ranks junior to all existing and future indebtedness and to the indebtedness and other liabilities

of our existing subsidiaries and any future subsidiaries.

Our existing subsidiaries are, and future subsidiaries would be, separate legal

entities and have no legal obligation to pay any amounts to us in respect of dividends due on the Preferred Stock.

If we are forced to

liquidate our assets to pay our creditors, we may not have sufficient assets to pay amounts due on any or all of the Preferred Stock

then outstanding.

We may in the future incur debt and other obligations that will rank senior to the Preferred Stock.

At December 31,

2021, our total liabilities (excluding contingent consideration) equaled approximately $39.8 million .

of our existing or future debt instruments may restrict the authorization, payment or setting apart of dividends on the Preferred Stock.

Our Credit Agreement with Silicon Valley Bank (“SVB”) restricts the payment of dividends in the event of any event of default,

including failure to meet certain financial covenants.

There can be no assurance that we will remain in compliance with the SVB Credit

Agreement, and if we default, we may be contractually prohibited from paying dividends on the Preferred Stock.

Also, future offerings

of debt or senior equity securities may adversely affect the market price of the Preferred Stock.

If we decide to issue debt or senior

equity securities in the future, it is possible that these securities will be governed by an indenture or other instruments containing

covenants restricting our operating flexibility.

Additionally, any convertible or exchangeable securities that we issue in the future

may have rights, preferences and privileges more favorable than those of the Preferred Stock and may result in dilution to owners of

the Preferred Stock.

We and, indirectly, our shareholders, will bear the cost of issuing and servicing such securities.

Because our decision

to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot

predict or estimate the amount, timing or nature of our future offerings.

The holders of the Preferred Stock will bear the risk of our

future offerings, which may reduce the market price of the Preferred Stock and will dilute the value of their holdings.

may not be able to pay dividends on the Preferred Stock if we fall out of compliance with our loan covenants and are prohibited by our

bank lender from paying dividends or if we have insufficient cash to make dividend payments.

ability to pay cash dividends on the Preferred Stock requires us to have either net profits or positive net assets (total assets less

total liabilities), and to be able to pay our debts as they become due in the usual course of business.

We cannot predict with certainty

whether we will remain in compliance with the covenants of our senior secured lender, SVB, which include, among other things, generating

adjusted EBITDA or complying with a minimum liquidity ratio at times when we are utilizing our line of credit.

If we fall out of compliance,

our lender may exercise any of its rights and remedies under the loan agreement, including restricting us from making dividend payments.

notwithstanding these factors, we may not have sufficient cash to pay dividends on the Preferred Stock.

Our ability to pay dividends

may be impaired if any of the risks described in this document, including the documents incorporated by reference herein, were to occur.

Also, payment of our dividends depends upon our financial condition, remaining in compliance with our affirmative and negative loan covenants

with SVB, which we may be unable to do in the future, and other factors as our Board of Directors may deem relevant from time to time.

We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings will be available

to us in an amount sufficient to enable us to make distributions on our common stock, if any, and preferred stock, including the Preferred

Stock to pay our indebtedness or to fund our other liquidity needs.

may issue additional shares of Preferred Stock and additional series of preferred stock that rank on parity with the Preferred Stock

as to dividend rights, rights upon liquidation or voting rights.

are allowed to issue additional shares of Preferred Stock and additional series of preferred stock that would rank equal to or below

the Preferred Stock as to dividend payments and rights upon our liquidation, dissolution or winding up of our affairs pursuant to our

amended and restated certificate of incorporation and the certificate of designations relating to the Preferred Stock without any vote

of the holders of the Preferred Stock.

Upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred

Stock (voting together as a class with all other series of parity preferred stock we may issue upon which like voting rights have been

conferred and are exercisable), we are allowed to issue additional series of preferred stock that would rank above the Preferred Stock

as to dividend payments and rights upon our liquidation, dissolution or the winding up of our affairs pursuant to our amended and restated

certificate of incorporation and the certificate of designations relating to the Preferred Stock.

The issuance of additional shares of

Preferred Stock and additional series of preferred stock could have the effect of reducing the amounts available to the Preferred Stock

upon our liquidation or dissolution or the winding up of our affairs.

It also may reduce dividend payments on the Preferred Stock if

we do not have sufficient funds to pay dividends on all Preferred Stock outstanding and other classes or series of stock with equal priority

with respect to dividends.

although holders of Preferred Stock are entitled to limited voting rights with respect to the circumstances under which the holders of

Preferred Stock are entitled to vote, the Preferred Stock votes separately as a class along with all other series of our preferred stock

that we may issue upon which like voting rights have been conferred and are exercisable.

As a result, the voting rights of holders of

Preferred Stock may be significantly diluted, and the holders of such other series of preferred stock that we may issue may be able to

control or significantly influence the outcome of any vote.

issuances and sales of senior or pari passu preferred stock, or the perception that such issuances and sales could occur, may cause prevailing

market prices for the Preferred Stock and our common stock to decline and may adversely affect our ability to raise additional capital

in the financial markets at times and prices favorable to us.

interest rates may materially and adversely affect the value of the Preferred Stock.

of the factors that influences the price of the Preferred Stock is the dividend yield on the Preferred Stock (as a percentage of the

market price of each class of the Preferred Stock) relative to market interest rates.

An increase in market interest rates may lead prospective

purchasers of the Preferred Stock to expect a higher dividend yield (and higher interest rates would likely increase our borrowing costs

and potentially decrease funds available for dividend payments).

Thus, higher market interest rates could cause the market price of the

Preferred Stock to materially decrease.

of the Preferred Stock may be unable to use the dividends-received deduction and may not be eligible for the preferential tax rates applicable

to “qualified dividend income”.

Distributions

paid to corporate U.S.

holders of the Series A Preferred Stock may be eligible for the dividends-received deduction, and distributions

paid to non-corporate U.S.

holders of the Series A Preferred Stock may be subject to tax at the preferential tax rates applicable

to “qualified dividend income,”

if we have current or accumulated earnings and profits, as determined for U.S.

income tax purposes.

We do not currently have such accumulated earnings and profits.

Additionally, we may not have sufficient

current earnings and profits during future fiscal years for the distributions on the Series A Preferred Stock to qualify as dividends

holders of the Preferred Stock may be eligible for the dividends-received deduction, and distributions paid to

non-corporate U.S.

holders of the Preferred Stock may be subject to tax at the preferential tax rates applicable to “qualified

dividend income,” if we have current or accumulated earnings and profits, as determined for U.S.

federal income tax purposes.

If the distributions fail to qualify as dividends, U.S.

holders would be unable to use the

dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.”

If any distributions on the Series A Preferred Stock with respect to any fiscal year are not eligible for the dividends-received

deduction or preferential tax rates applicable to “qualified dividend income”

because of insufficient current or accumulated

earnings and profits, it is possible that the market value of the Series A Preferred Stock might decline.

Series A Preferred Stock has not been rated.

have not sought to obtain a rating for the Series A Preferred Stock.

No assurance can be given, however, that one or more rating

agencies might not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect

the market price of the Series A Preferred Stock.

Also, we may elect in the future to obtain a rating for the Series A Preferred

Stock, which could adversely affect the market price of the Series A Preferred Stock.

Ratings only reflect the views of the rating

agency or agencies issuing the ratings and such ratings could be revised downward, placed on a watch list or withdrawn entirely

at the discretion of the issuing rating agency if in its judgment circumstances so warrant.

Any such downward revision, placing

on a watch list or withdrawal of a rating could have an adverse effect on the market price of the Series A Preferred Stock.

may redeem the Series A Preferred Stock at any time.

November 4, 2020, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to

Also, upon the occurrence of a change of control, we may, at our option, redeem the Series A Preferred Stock, in whole or

in part, within 120 days after the first date on which such change of control occurred.

We may have an incentive to redeem the

Series A Preferred Stock voluntarily if market conditions allow us to issue other preferred stock or debt securities at a rate

that is lower than the dividend on the Series A Preferred Stock.

If we redeem the Series A Preferred Stock, then from and after

the redemption date, dividends will cease to accrue on shares of Series A Preferred Stock, the shares of Series A Preferred Stock

shall no longer be deemed outstanding and all rights as a holder of those shares will terminate, except the right to receive the

redemption price plus accumulated and unpaid dividends, if any, payable upon redemption.

market price of our Series A Preferred Stock is variable and could be substantially affected by various factors.

market price of our Series A Preferred Stock could be subject to wide fluctuations in response to numerous factors.

These factors

include, but are not limited to, the following:

interest rates, increases in which may have an adverse effect on the market price of the Series A Preferred Stock;

do not currently have such accumulated earnings and profits.

Additionally, we may not have sufficient current earnings and profits during

future fiscal years for the distributions on the Preferred Stock to qualify as dividends for U.S.

federal income tax purposes.

distributions fail to qualify as dividends, U.S.

holders would be unable to use the dividends-received deduction and may not be eligible

for the preferential tax rates applicable to “qualified dividend income.” If any distributions on the Preferred Stock with

respect to any fiscal year are not eligible for the dividends-received deduction or preferential tax rates applicable to “qualified

dividend income” because of insufficient current or accumulated earnings and profits, it is possible that the market value of the

Preferred Stock might decline.

Preferred Stock has not been rated.

have not sought to obtain a rating for the Preferred Stock.

No assurance can be given, however, that one or more rating agencies might

not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect the market price of the

Preferred Stock.

Also, we may elect in the future to obtain a rating for the Preferred Stock, which could adversely affect the market

price of the Preferred Stock.

Ratings only reflect the views of the rating agency or agencies issuing the ratings and such ratings could

be revised downward, placed on a watch list or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances

Any such downward revision, placing on a watch list or withdrawal of a rating could have an adverse effect on the market

price of the Preferred Stock.

may redeem the Series A Preferred Stock at any time, including 800,000 shares of Series A Preferred Stock that we intend to redeem on

March 18, 2022, and may redeem the Series B Preferred Stock after February 15, 2024.

November 4, 2020, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time.

On February 15, 2022, we gave notice of our intention to redeem 800,000 shares of the Series A Preferred Stock on March 18, 2022 in accordance

with our amended and restated certificate of designations for the Series A Preferred Stock.

Starting February 15, 2024, we may at our

option, redeem the Series B Preferred Stock, in whole or in part, at any time or from time to time, paying a small premium if we choose

to redeem any Series B Preferred Stock prior to February 15, 2027.

Also, upon the occurrence of a change of control, we may, at our option,

redeem the Preferred Stock, in whole or in part, within 120 days after the first date on which such change of control occurred.

have an incentive to redeem the Preferred Stock voluntarily if market conditions allow us to issue other preferred stock or debt securities

at a rate that is lower than the dividend on the Preferred Stock.

If we redeem the Preferred Stock, then from and after the redemption

date, dividends will cease to accrue on shares of Preferred Stock, the shares of Preferred Stock shall no longer be deemed outstanding

and all rights as a holder of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid

dividends, if any, payable upon redemption.

The Company also intends to allow holders of the Series A Preferred Stock in the future to

exchange their shares of the Series A Preferred Stock into an equivalent number of shares of the Series B Preferred Stock.

market price of our Preferred Stock is variable and could be substantially affected by various factors.

market price of our Preferred Stock could be subject to wide fluctuations in response to numerous factors.

These factors include, but

are not limited to, the following:

interest rates, increases in which may have an adverse effect on the market price of the

Preferred Stock;

prices of similar securities;

history of timely dividend payments;

annual yield from dividends on the Series A Preferred Stock as compared to yields on other financial instruments;

annual yield from dividends on the Preferred Stock as compared to yields on other financial

economic and financial market conditions;

1 unchanged sentence

financial condition, performance and prospects of our competitors;

in financial estimates or recommendations by securities analysts with respect to us or our competitors in our industry;

in financial estimates or recommendations by securities analysts with respect to us or our

competitors in our industry;

issuance of additional preferred equity or debt securities;

or anticipated variations in quarterly operating results of us and our competitors.

holder of Series A Preferred Stock has extremely limited voting rights.

voting rights for a holder of Series A Preferred Stock are limited.

Our shares of common stock are the only class of our securities

that carry full voting rights, and Mahmud Haq, our Executive Chairman, beneficially owns approximately 34.3% of our outstanding

shares of common stock.

holder of Preferred Stock has extremely limited voting rights.

voting rights for a holder of Preferred Stock are limited.

Our shares of common stock are the only class of our securities that carry

full voting rights, and Mahmud Haq, our Executive Chairman, beneficially owns approximately 30.1% of

our outstanding shares of common stock.

As a result, Mr.

Haq exercises a significant level of control over all matters requiring stockholder approval,

including the election of directors, amendment of our certificate of incorporation, and approval of significant corporate transactions.

This control could have the effect of delaying or preventing a change of control of our Company or changes in management, and

will make the approval of certain transactions difficult or impossible without his support, which in turn could reduce the price

of our Series A Preferred Stock.

rights for holders of the Series A Preferred Stock exist primarily with respect to the ability to elect, voting together with

the holders of any other series of our preferred stock having similar voting rights, two additional directors to our Board of

Directors, subject to limitations, in the event that eighteen monthly dividends (whether or not consecutive) payable on the Series

A Preferred Stock are in arrears, and with respect to voting on amendments to our articles of incorporation or articles of amendment

relating to the Series A Preferred Stock that materially and adversely affect the rights of the holders of Series A Preferred

Stock or authorize, increase or create additional classes or series of our capital stock that are senior to the Series A Preferred

Other than the limited circumstances and except to the extent required by law, holders of Series A Preferred Stock do not

have any voting rights.

Series A Preferred Stock is not convertible, and investors will not realize a corresponding upside if the price of the common

stock increases.

Series A Preferred Stock is not convertible into the common stock and earns dividends at a fixed rate.

Accordingly, an increase

in market price of our common stock will not necessarily result in an increase in the market price of our Series A Preferred Stock.

The market value of the Series A Preferred Stock may depend more on dividend and interest rates for other preferred stock, commercial

paper and other investment alternatives and our actual and perceived ability to pay dividends on, and in the event of dissolution

satisfy the liquidation preference with respect to, the Series A Preferred Stock.

Haq exercises a significant level of control over all matters requiring

stockholder approval, including the election of directors, amendment of our certificate of incorporation, and approval of significant

corporate transactions.

This control could have the effect of delaying or preventing a change of control of our Company or changes in

management, and will make the approval of certain transactions difficult or impossible without his support, which in turn could reduce

the price of our Preferred Stock.

rights for holders of the Preferred Stock exist primarily with respect to the ability to elect, voting together with the holders of any

other series of our preferred stock having similar voting rights, two additional directors to our Board of Directors, subject to limitations,

in the event that eighteen monthly dividends (whether or not consecutive) payable on the Preferred Stock are in arrears, and with respect

to voting on amendments to our articles of incorporation or articles of amendment relating to the Preferred Stock that materially and

adversely affect the rights of the holders of Preferred Stock or authorize, increase or create additional classes or series of our capital

stock that are senior to the Preferred Stock.

Other than the limited circumstances and except to the extent required by law, holders

of Preferred Stock do not have any voting rights.

Preferred Stock is not convertible, and investors will not realize a corresponding upside if the price of the common stock increases.

Preferred Stock is not convertible into the common stock and earns dividends at a fixed rate.

Accordingly, an increase in market price

of our common stock will not necessarily result in an increase in the market price of our Preferred Stock.

The market value of the Preferred

Stock may depend more on dividend and interest rates for other preferred stock, commercial paper and other investment alternatives and

our actual and perceived ability to pay dividends on, and in the event of dissolution satisfy the liquidation preference with respect

to, the Preferred Stock.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors