First Amendment to Credit and Security Agreement Waiver dated March 22, 2023, between eCAPITAL HEALTHCARE CORP and Fuse Medical, Inc and CPM Medical Consultants

Recitals and Amounts Outstanding.

Borrowers and Lender stipulate and agree that the statements made in the foregoing recitals are true and correct.

Borrowers stipulate that the principal amount outstanding under the Credit Agreement as of the close of business on March 22, 2023, was $1,809,784.34, which amount does not include interest and fees accrued subsequent to February 28, 2023, nor does it include other charges assessed subsequent to March 1, 2023, and that Borrowers have no offsets or defenses to payment of such amount.

Amendment to Definition of “Test Period”. The definition of “Test Period”, as set forth in Annex I of the Credit Agreement is hereby amended to read as follows:

Waiver of Future Covenant Testing. Lender hereby waives testing of the Fixed Charge Coverage Ratio through the testing period then ending February 28, 2023.

Waiver of Existing Events of Default. Lender hereby waives the Specified Defaults. Nothing herein is intended as a waiver of any Default or Event of Default under the Credit Agreement nor a waiver of (or consent to departure from) any terms, provisions, covenants, warranties or agreements of any of the Loan Documents other than the Specified Defaults. Borrowers represent and warrant that, upon the execution of this Agreement, Borrowers will be in full compliance with all terms of the Credit Agreement, that all representations and warranties in the Credit Agreement are true and correct as of the date hereof, and that there will be no Default or Event of Default under the Credit Agreement upon the execution hereof. In the event that the foregoing representation and warranty is incorrect, whether intentionally or unintentionally, the waiver of the Specified Defaults set forth above shall be null and void at the election of the Lender. The foregoing waiver shall not prejudice or constitute a waiver of any right or remedies which Lender may have or be entitled to with respect to any other Default or Event of Default or under any other provision of the Credit Agreement.

Condition Precedent. This Agreement shall not take effect unless and until the Borrowers and the Lender shall have fully executed this Agreement.

Compensation to Lender. In consideration of Lender’s agreement to the terms of this Agreement, Borrowers agree to pay Lender a waiver and amendment fee of $5,000.00, which fee shall be paid in the manner set forth in Section 2.6 of the Credit Agreement. Borrowers agree that Lender has fully earned the waiver and amendment fee as of the date hereof.

Entire Agreement. This Agreement constitutes the entire agreement between Borrowers and Lender with respect to the subject matter hereof, and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Except as specifically provided herein, the Credit Agreement shall remain in full force and effect in accordance with its terms and conditions and Borrowers hereby restate, ratify and reaffirm each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof. The parties are not relying on any representations not

Release of Lender. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Indemnified Person (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of themselves, their managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”) hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, the “Released Persons”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, known or unknown, that any of the Releasing Parties have against any of the Released Persons as of the date of this Agreement. Borrowers acknowledge that the foregoing release is a material inducement to Lender’s decision to grant the waiver and agree to the amendment herein set forth and is relied upon by Lender in executing this Agreement.

Miscellaneous.

Security Interest. Borrowers hereby confirm and agree that all security interests and liens granted to Lender continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any liens other than liens in favor of Lender and Permitted Liens. Nothing herein contained is intended to in any way impair or limit the validity, priority and extent of Lender’s existing security interest in and liens upon the Collateral.

Costs and Expenses. Borrowers agree to pay on demand all usual and customary costs and expenses of Lender and/or its Affiliates in connection with the preparation, execution, delivery and enforcement of this Agreement and all other agreements and instruments executed in connection herewith, including, including without limitation reasonable attorneys’ fees and expenses of Lender’s counsel.

GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SAME LAWS BY WHICH THE CREDIT AGREEMENT IS GOVERNED AND CONSTRUED.

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement. Signatures sent by facsimile or electronic mail shall be deemed originals for all purposes and shall bind the parties hereto.

Loan Document. This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection with or pursuant to this Agreement shall be deemed to be a “Loan Document” under and as defined in the Credit Agreement for all purposes.