Exhibit 10.1


 


JOINDER
AND fifth LOAN MODIFICATION AGREEMENT


 


This
Joinder and Fifth Loan Modification Agreement (this “Agreement”) is entered into as of September 21, 2021, by and among (a)
SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California
95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”),
(b) (i) CARECLOUD, INC. (formerly known as MTBC, INC.), a Delaware corporation with its principal place of business at
7 Clyde Road, Somerset, New Jersey 08873 (“Parent”), (ii) MTBC ACQUISITION, CORP., a Delaware corporation with
its principal place of business at 7 Clyde Road, Somerset, New Jersey 08873 (“MTBC Acquisition”), (iii) CARECLOUD
PRACTICE MANAGEMENT, CORP. (formerly known as MTBC PRACTICE MANAGEMENT, CORP.), a Delaware corporation with its principal
place of business at 7 Clyde Road, Somerset, New Jersey 08873 (“Management”), (iv) CARECLOUD HEALTH, INC. (formerly
known as CARECLOUD CORPORATION), a Delaware corporation with its principal place of business at 7 Clyde Road, Somerset, New Jersey
08873 (“CareCloud Health”), and (v) MERIDIAN MEDICAL MANAGEMENT, INC. (formerly known as ORIGIN HOLDINGS
INC.), a Delaware corporation with its principal place of business at 7 Clyde Road, Somerset, New Jersey 08873 (“Meridian
Medical”, and, together with Parent, MTBC Acquisition, Management, and CareCloud Health, jointly and severally, individually
and collectively, “Existing Borrower”), and (c) (i) MEDSR, INC., a Delaware corporation (“medSR”)
and (ii) CARECLOUD ACQUISITION, CORP., a Delaware corporation (“CareCloud Acquisition”, and together with medSR,
jointly, severally, individually and collectively, “New Borrower”, and New Borrower, together with Existing Borrower,
jointly, severally, individually and collectively, “Borrower”).


 


1. DESCRIPTION
OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Existing Borrower to Bank,
Existing Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 13, 2017, evidenced by, among other documents,
a certain Loan and Security Agreement dated as of October 13, 2017, between Existing Borrower and Bank, as amended and affected by a
certain Joinder and First Loan Modification Agreement dated as of September 20, 2018, as further amended by a certain Second Loan Modification
Agreement dated as of November 15, 2019, as further amended and affected by a certain Joinder and Third Loan Modification Agreement dated
as of February 28, 2020, and as further amended and affected by a certain Joinder and Fourth Loan Modification Agreement dated as of
September 21, 2020 (as has been and as may be further amended, modified, restated, replaced or supplemented from time to time, the “Loan
Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.


 


2. JOINDER
TO LOAN AGREEMENT. New Borrower hereby joins the Loan Agreement and each of the Loan Documents, and agrees to comply with and be
bound by all of the terms, conditions and covenants of the Loan Agreement and Loan Documents, as if it were originally named a “Borrower”
therein. Without limiting the generality of the preceding sentence, New Borrower agrees that it will be jointly and severally liable,
together with Existing Borrower, for the payment and performance of all obligations and liabilities of Borrower under the Loan Agreement,
including, without limitation, the Obligations. Each Borrower hereby appoints each other Borrower as its agent for all purposes hereunder.
Each Borrower hereunder shall be obligated to repay all Credit Extensions made pursuant to the Loan Agreement, regardless of which Borrower
actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions.


 


3. SUBROGATION
AND SIMILAR RIGHTS. Each Borrower waives any suretyship defenses available to it under the Code or any other applicable law until
all Obligations are indefeasibly paid in full (except for inchoate indemnification obligations). Each Borrower waives any right to require
Bank to: (i) proceed against any other Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any
other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the
right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision
of this Agreement, the Loan Agreement or other Loan Documents, each Borrower irrevocably fully subordinates and defers, until all Obligations
are indefeasibly paid in full (except for inchoate indemnification obligations) all rights that it may have at law or in equity (including,
without limitation, any law subrogating Borrower to the rights of Bank under the Loan Agreement) to seek contribution, indemnification
or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for
any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with the Loan Agreement or otherwise
and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment
made by Borrower with respect to the Obligations in connection with the Loan Agreement or otherwise. Any agreement providing for indemnification,
reimbursement or any other arrangement prohibited under this Section 3 shall be null and void. If any payment is made to a Borrower in
contravention of this Section 3, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered
to Bank for application to the Obligations, whether matured or unmatured.


 




    	1 



    	 



    

 


4. GRANT
OF SECURITY INTEREST. To secure the prompt payment and performance of all of the Obligations, New Borrower hereby grants to Bank
a continuing lien upon and security interest in all of New Borrower’s now existing or hereafter arising rights and interest in
the Collateral, whether now owned or existing or hereafter created, acquired, or arising, and wherever located, including, without limitation,
all of New Borrower’s assets, and all of New Borrower’s books relating to the foregoing and any and all claims, rights and
interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the foregoing. New Borrower further covenants and agrees that by its execution
hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements,
in form and substance reasonably satisfactory to Bank that are reasonably deemed necessary by Bank in order to grant a valid, perfected
first priority security interest to Bank in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms
of the Loan Agreement to have superior priority to Bank’s lien under the Loan Agreement). New Borrower hereby authorizes Bank to
file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Bank’s
interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall
be deemed to violate the rights of Bank under the Code. Any such financing statement may indicate the Collateral as “all assets
of Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.


 


5. REPRESENTATIONS
AND WARRANTIES. New Borrower hereby represents and warrants to Bank that all representations and warranties in the Loan Documents
made on the part of Existing Borrower are true and correct on the date hereof with respect to New Borrower, with the same force and effect
as if New Borrower was named as “Borrower” in the Loan Documents in addition to Existing Borrower.


 


6. DESCRIPTION
OF COLLATERAL. Repayment of the Obligations is secured by, among other property, the Collateral as defined in the Loan Agreement
(together with any other collateral security granted to Bank, as amended the “Security Documents”). Hereinafter, the Security
Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan
Documents”.


 


7. DELIVERY
OF DOCUMENTS. Each Borrower hereby agrees that the following documents shall be delivered to Bank prior to or contemporaneously with
delivery of this Agreement, each in form and substance satisfactory to Bank:


 


		a.	a
                                            secretary’s corporate borrowing certificate for each Borrower with respect to such
                                            Borrower’s certificate of incorporation, by-laws, incumbency and resolutions authorizing
                                            the execution and delivery of this Agreement and the other documents required by Bank in
                                            connection with this Agreement;



 


		b.	consent
                                            of the shareholders of each Borrower authorizing the execution and delivery of this Agreement
                                            and the other documents required by Bank in connection with this Agreement (if required by
                                            such Borrower’s corporate documents);



 


		c.	a
                                            long-form Certificate of Good Standing for each Borrower from the State of Delaware;



 




    	2 



    	 



    

 


		d.	with
                                            respect to Parent, certificates of good standing/foreign qualification, certified by the
                                            Secretary of State (or equivalent agency) from each of Arizona, California, New Jersey, New
                                            York, Tennessee, and Texas;



 


		e.	with
                                            respect to MTBC Acquisition, certificates of good standing/foreign qualification, certified
                                            by the Secretary of State (or equivalent agency) from each of California, Colorado, New Jersey,
                                            New Mexico, Oregon, Texas and Washington;



 


		f.	with
                                            respect to Management, certificates of good standing/foreign qualification, certified by
                                            the Secretary of State (or equivalent agency) from each of Illinois and Ohio;



 


		g.	with
                                            respect to CareCloud Health, certificates of good standing/foreign qualification, certified
                                            by the Secretary of State (or equivalent agency) from each of Alabama, Arizona, Arkansas,
                                            California, Colorado, Connecticut, Florida, Georgia, Hawaii, Iowa, Illinois, Indiana, Kansas,
                                            Louisiana, Massachusetts, Maryland, Maine, Michigan, Mississippi, North Carolina, New Hampshire,
                                            New Jersey, New York, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington;



 


		h.	with
                                            respect to Meridian Medical, a certificate of good standing/foreign qualification, certified
                                            by the Secretary of State (or equivalent agency) from Connecticut;



 


		i.	with
                                            respect to medSR, certificates of good standing/foreign qualification, certified by the Secretary
                                            of State (or equivalent agency) from each of California, Florida, Michigan, and Pennsylvania;



 


		j.	the
                                            results of UCC searches for each Borrower indicating that there are no Liens other than Permitted
                                            Liens, and otherwise in form and substance satisfactory to Bank;



 


		k.	a
                                            Perfection Certificate for each Borrower;



 


		l.	evidence
                                            of insurance (on Acord 28 and Acord 25 certificates, together with endorsements to the liability
                                            and property policies, as acceptable to Bank) for each Borrower; and



 


		m.	such
                                            other documents as Bank may reasonably request.



 


8. DESCRIPTION
OF CHANGE IN TERMS.


 


		A.	Modifications
                                            to Loan Agreement.



 


		1	Borrower
                                            and Bank hereby acknowledge that Health, MTBC-Med, Origin Solutions, and Meridian each have
                                            merged into another Borrower prior to the Fifth LMA Effective Date and no longer maintain
                                            separate corporate existence. Accordingly, Health, MTBC-Med, Origin Solutions, and Meridian
                                            (as such entities existed prior to such mergers) are each hereby removed as a “Borrower”
                                            under the Loan Agreement. 



 


		2	The
                                            Loan Agreement shall be amended by deleting the following text, appearing in Section 2.8
                                            thereof:



 


“(b) Anniversary
Fee. For each one (1) year anniversary of the Effective Date occurring prior to the Revolving Line Maturity Date, Borrower shall
pay to Bank a fully earned, non-refundable anniversary fee of Fifty Thousand Dollars ($50,000.00) (each, an “Anniversary
Fee” and, collectively, the “Anniversary Fees”). Each Anniversary Fee shall be fully earned on the
Effective Date but shall be due and payable on the earlier to occur of (i) such one (1) year anniversary of the Effective Date and
(ii) the termination of this Agreement. In the event that the credit facility hereunder is replaced with a new facility from Bank,
provided there is no existing Event of Default, the commitment fee for such facility that is payable by Borrower shall be reduced
(but not to a level below Zero Dollars ($0.00)) by an amount equal to (i) Fifty Thousand Dollars ($50,000.00) multiplied by (ii) (A)
the number of days in the period starting with the day following the closing date of the new facility through and including the day
immediately prior to the next (1) year anniversary of the Effective Date divided by (B) 365;”


 




    	3 



    	 



    

 


and
inserting in lieu thereof the following:


 


“(b)
Anniversary Fee. (i) For each one (1) year anniversary of the Effective Date occurring after the Effective Date but on or prior to
October 13, 2021, Borrower shall pay to Bank a fully earned, non-refundable anniversary fee of Fifty Thousand Dollars ($50,000.00)
and (ii) for each one (1) year anniversary of the Effective Date occurring after October 13, 2021 but prior to the Revolving Line
Maturity Date, Borrower shall pay to Bank a fully earned, non-refundable anniversary fee of One Hundred Thousand Dollars
($100,000.00) (each fee in (i) and (ii), an “Anniversary Fee” and, collectively, the “Anniversary
Fees”). Each Anniversary Fee shall be fully earned on the Effective Date but shall be due and payable on the earlier to
occur of (i) such one (1) year anniversary of the Effective Date and (ii) the termination of this Agreement. In the event that the
credit facility hereunder is replaced with a new facility from Bank, provided there is no existing Event of Default, the commitment
fee for such facility that is payable by Borrower shall be reduced (but not to a level below Zero Dollars ($0.00)) by an amount
equal to (i) One Hundred Thousand Dollars ($100,000.00) multiplied by (ii) (A) the number of days in the period starting with the
day following the closing date of the new facility through and including the day immediately prior to the next (1) year anniversary
of the Effective Date divided by (B) 365;”


 


		3	The
                                            Loan Agreement shall be amended by deleting the following text, appearing in Section 6.8(a)
                                            thereof:



 


“Maintain
its, all of its Subsidiaries’, and any Guarantor’s operating and other deposit accounts, the Cash Collateral Account and
excess cash with Bank and Bank’s Affiliates, provided, however that, (i) Parent Borrower shall be permitted to maintain its accounts
with TD Bank and PayPal existing as of the First LMA Effective Date and disclosed on the Perfection Certificate, so long as the aggregate
amount maintained in such accounts (for all such accounts together) does not exceed Ten Thousand Dollars ($10,000.00), (ii) Borrower
shall be permitted to maintain accounts in its capacity as agent for its customers, so long as such accounts do no hold any cash or other
assets of Borrower at any time, (iii) Borrower’s Foreign Subsidiaries shall be permitted to maintain accounts with financial institutions
other than Bank located outside of the United States, so long as the aggregate amount maintained in the accounts in this subsection (iii)
(for all such accounts together) does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00), provided, however, that the aggregate
amount in such accounts may exceed the foregoing amount for a period of up to fourteen (14) consecutive Business Days, so long as the
excess amount is solely due to the monthly transfer of funds from Borrower for such Subsidiaries’ payroll and business expenses
or due to foreign currency exchange fluctuation, and (iv) (A) Meridian shall be permitted to maintain its account with People’s
Bank account number ending 985 and (B) Origin Solutions shall be permitted to maintain its account with TD Bank account number ending
089, in the case of (A) and (B), each existing on the Fourth LMA Effective Date and disclosed on the Perfection Certificate, so long
as the aggregate amount maintained in either such account does not at any time exceed (1) on or prior to October 31, 2020, Three Hundred
Thousand Dollars ($300,000.00), (2) during the period commencing on November 1, 2020 through and including December 31, 2020, One Hundred
Thousand Dollars ($100,000.00), and (3) on and after January 1, 2020, Twenty Thousand Dollars ($20,000.00).”


 




    	4 



    	 



    

 


and
inserting in lieu thereof the following:


 


“Maintain
its, all of its Subsidiaries’, and any Guarantor’s operating and other deposit accounts, the Cash Collateral Account and
excess cash with Bank and Bank’s Affiliates, provided, however that, (i) Parent Borrower shall be permitted to maintain its accounts
with TD Bank and PayPal existing as of the First LMA Effective Date and disclosed on the Perfection Certificate, so long as the aggregate
amount maintained in such accounts (for all such accounts together) does not exceed Ten Thousand Dollars ($10,000.00), (ii) Borrower
shall be permitted to maintain accounts in its capacity as agent for its customers, so long as such accounts do no hold any cash or other
assets of Borrower at any time, (iii) Borrower’s Foreign Subsidiaries shall be permitted to maintain accounts with financial institutions
other than Bank located outside of the United States, so long as the aggregate amount maintained in the accounts in this subsection (iii)
(for all such accounts together) does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00), provided, however, that the aggregate
amount in such accounts may exceed the foregoing amount for a period of up to fourteen (14) consecutive Business Days, so long as the
excess amount is solely due to the monthly transfer of funds from Borrower for such Subsidiaries’ payroll and business expenses
or due to foreign currency exchange fluctuation, (iv) until December 31, 2021, Meridian Medical shall be permitted to maintain its account
with TD Bank account number ending 089 disclosed on the Perfection Certificate, so long as the aggregate amount maintained in such account
does not at any time exceed Twenty Thousand Dollars ($20,000.00), and (v) until December 31, 2022, medSR may maintain its account with
BB&T Bank, existing on the Fifth LMA Effective Date and disclosed on the Perfection Certificates, so long as the aggregate amount
maintained in such account does not at any time exceed (1) on or prior to December 31, 2021, Fifty Thousand Dollars ($50,000.00) and
(2) during the period commencing on January 1, 2022 through and including December 31, 2022, Twenty-Five Thousand Dollars ($25,000.00).”


 


		4	The
                                            Loan Agreement shall be amended by deleting the following text, appearing in Section 6.9(b)
                                            thereof:



 


“
and (B) Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00) for the six (6) month period ending October 31, 2020 and for the
six (6) month period ending on the last day of each month thereafter.”


 


and
inserting in lieu thereof the following:


 




    	5 



    	 



    

 


“,
(B) Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00) for the six (6) month periods ending October 31, 2020, November 30,
2020, December 31, 2020, January 31, 2021, February 28, 2021, March 31, 2021, April 30, 2021, May 31, 2021, June 30, 2021, July 31, 2021,
and August 31, 2021, (C) Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the six (6) month periods ending September 30,
2021, October 31, 2021, and November 30, 2021, (D) Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) for the six (6) month
periods ending December 31, 2021, January 31, 2022, February 28, 2022, March 31, 2022, April 30, 2022, May 31, 2022, and June 30, 2022,
and (E) Three Million Dollars ($3,000,000.00) for the six (6) month period ending July 31, 2022, and for the six (6) month period ending
on the last day of each month thereafter.”


 


		5	The
                                            Loan Agreement shall be amended by deleting the following text, appearing in Section 7.7
                                            thereof:



 


“;
(iii) repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default
does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate
amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00) per fiscal year; and”


 


and
inserting in lieu thereof the following:


 


“;
(iii) repurchase (A) the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default
does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate
amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00) per fiscal year and (B) Parent Borrower’s
Series A Preferred Stock, in connection with, and solely using the proceeds received from (1) substantially contemporaneous sales of
Parent Borrower’s common stock or (2) the substantially contemporaneous exercise of certain warrants to purchase stock issued by
Parent Borrower in connection with Parent Borrower’s acquisition of CareCloud Health or Meridian Medical; and”


 


		6	The
                                            Loan Agreement shall be amended by inserting the following new definitions, appearing alphabetically
                                            in Section 13.1 thereof:



 


““CareCloud
Acquisition” is CareCloud Acquisition, Inc., a Delaware corporation.”


 


““CareCloud
Health” is CareCloud Health, Inc., a Delaware corporation.”


 


““Fifth
LMA Effective Date” is September 21, 2021.”


 


““medSR”
is MEDSR, INC., a Delaware corporation.”


 


““Meridian
Medical” is Meridian Medical Management, Inc., a Delaware corporation.”


 


““MTBC
Acquisition” is MTBC Acquisition, Corp., a Delaware corporation.”


 




    	6 



    	 



    

 


““Pakistani
Subsidiary” is MTBC (Private) Limited, Parent Borrower’s Subsidiary organized under the laws of Pakistan.”


 


		7	The
                                            Loan Agreement shall be amended by deleting the following definitions, appearing in Section
                                            13.1 thereof:



 


““Borrower”
means, individually and collectively, jointly and severally, Parent Borrower, Acquisition, Health, Management, MTBC-Med, CareCloud, Meridian,
Origin Solutions, and Origin Holdings.”


 


““Management”
is MTBC Practice Management, Corp., a Delaware corporation.”


 


““Parent
Borrower” is defined in the preamble hereof.”


 


““Revolving
Line” is an aggregate principal amount equal to Ten Million Dollars ($10,000,000.00).”


 


““Revolving
Line Maturity Date” October 13, 2021.”


 


and
inserting in lieu thereof the following:


 


““Borrower”
means, individually and collectively, jointly and severally, Parent Borrower, MTBC Acquisition, Management, CareCloud Health, Meridian
Medical, medSR, and CareCloud Acquisition.”


 


““Management”
is CareCloud Practice Management, Corp., a Delaware corporation.”


 


““Parent
Borrower” is CareCloud, Inc., a Delaware corporation.”


 


““Revolving
Line” is an aggregate principal amount equal to Twenty Million Dollars ($20,000,000.00).”


 


““Revolving
Line Maturity Date” October 13, 2023.”


 


		8	The
                                            Loan Agreement shall be amended by deleting the following definitions, appearing in Section
                                            13.1 thereof:



 


““Acquisition”
is MTBC Acquisition, Corp., a Delaware corporation.”


 


““CareCloud”
is CareCloud Corporation, a Delaware corporation.”


 


““Health”
is MTBC Health, Inc., a Delaware corporation.”


 


““Meridian”
is Meridian Billing Management Co., a Vermont corporation.”


 


““MTBC-Med”
is MTBC-Med, Inc., a Delaware corporation.”


 


““Origins
Solutions” is Origin Healthcare Solutions LLC, a Delaware limited liability company.”


 




    	7 



    	 



    

 


““Origin
Holdings” is Origin Holdings Inc., a Delaware corporation.”


 


		9	The
                                            Compliance Statement appearing as Exhibit B to the Loan Agreement is hereby
                                            replaced with the Compliance Statement attached as Schedule 1 hereto.



 


		B.	Consent.
                                            Borrower has notified Bank that it intends on forming Pakistani Subsidiary (the “Permitted
                                            Subsidiary”). Bank hereby consents to Borrower forming the Permitted Subsidiary, so
                                            long as (a) Borrower does not assume or incur any Indebtedness or Liens in connection with
                                            the formation of the Permitted Subsidiary, (b) Borrower does not use or transfer any of its
                                            cash or other property in connection with forming the Permitted Subsidiary, other than Permitted
                                            Investments, and (c) no Event of Default exists at the time of the formation of the Permitted
                                            Subsidiary and the formation of the Permitted Subsidiary does result in an Event of Default.



 


9. FEES
AND EXPENSES. Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing
Loan Documents.


 


10. PERFECTION
CERTIFICATES.


 


(a) Parent
hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated
as of September 21, 2021 (the “Parent Perfection Certificate”) delivered by Parent to Bank, and acknowledges, confirms
and agrees that the disclosures and information Parent provided to Bank in the Parent Perfection Certificate have not changed, as of
the date hereof.


 


(b) MTBC
Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
dated as of September 21, 2021 (the “MTBC Acquisition Perfection Certificate”) delivered by MTBC Acquisition to Bank,
and acknowledges, confirms and agrees that the disclosures and information MTBC Acquisition provided to Bank in the MTBC Acquisition
Perfection Certificate have not changed, as of the date hereof.


 


(c) Management
hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated
as of September 21, 2021 (the “Management Perfection Certificate”) delivered by Management to Bank, and acknowledges,
confirms and agrees that the disclosures and information Management provided to Bank in the Management Perfection Certificate have not
changed, as of the date hereof.


 


(d) CareCloud
Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
dated as of September 21, 2021 (the “CareCloud Health Perfection Certificate”) delivered by CareCloud Health to Bank,
and acknowledges, confirms and agrees that the disclosures and information CareCloud Health provided to Bank in the CareCloud Health
Perfection Certificate have not changed, as of the date hereof.


 


(e) Meridian
Medical hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
dated as of September 21, 2021 (the “Meridian Medical Perfection Certificate”) delivered by Meridian Medical to Bank,
and acknowledges, confirms and agrees that the disclosures and information Meridian Medical provided to Bank in the Meridian Medical
Perfection Certificate have not changed, as of the date hereof.


 


(f) In
connection with this Agreement, medSR delivered to Bank a Perfection Certificate signed by medSR dated as of the date of this Agreement
(the “medSR Perfection Certificate”). medSR represents and warrants to Bank that: (i) medSR’s exact legal name
is that indicated on the medSR Perfection Certificate and on the signature page hereof; and (ii) medSR is an organization of the type,
and is organized in the jurisdiction, set forth in the medSR Perfection Certificate; and (iii) the medSR Perfection Certificate accurately
sets forth medSR’s organizational identification number or accurately states that medSR has none; (iv) the medSR Perfection Certificate
accurately sets forth medSR’s place of business, or, if more than one, its chief executive office as well as medSR’s mailing
address if different, and (v) all other information set forth on the medSR Perfection Certificate pertaining to medSR is accurate and
complete.


 




    	8 



    	 



    

 


(g) In
connection with this Agreement, CareCloud Acquisition delivered to Bank a Perfection Certificate signed by CareCloud Acquisition dated
as of the date of this Agreement (the “CareCloud Acquisition Perfection Certificate”). CareCloud Acquisition represents
and warrants to Bank that: (i) CareCloud Acquisition’s exact legal name is that indicated on the CareCloud Acquisition Perfection
Certificate and on the signature page hereof; and (ii) CareCloud Acquisition is an organization of the type, and is organized in the
jurisdiction, set forth in the CareCloud Acquisition Perfection Certificate; and (iii) the CareCloud Acquisition Perfection Certificate
accurately sets forth CareCloud Acquisition’s organizational identification number or accurately states that CareCloud Acquisition
has none; (iv) the CareCloud Acquisition Perfection Certificate accurately sets forth CareCloud Acquisition’s place of business,
or, if more than one, its chief executive office as well as CareCloud Acquisition’s mailing address if different, and (v) all other
information set forth on the CareCloud Acquisition Perfection Certificate pertaining to CareCloud Acquisition is accurate and complete.


 


Borrower
hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include,
collectively, the Parent Perfection Certificate, the MTBC Acquisition Perfection Certificate, the Management Perfection Certificate,
the CareCloud Health Perfection Certificate, the Meridian Medical Perfection Certificate, the medSR Perfection Certificate, and the CareCloud
Acquisition Perfection Certificate.


 


11. CONSISTENT
CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.


 


12. RATIFICATION
OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral
granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.


 


13. RELEASE
BY BORROWER.


 


		A.	FOR
                                            GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges
                                            Bank and its present or former employees, officers, directors, agents, representatives, attorneys,
                                            and each of them, from any and all claims, debts, liabilities, demands, obligations, promises,
                                            acts, agreements, costs and expenses, actions and causes of action, of every type, kind,
                                            nature, description or character whatsoever, whether known or unknown, suspected or unsuspected,
                                            absolute or contingent, arising out of or in any manner whatsoever connected with or related
                                            to facts, circumstances, issues, controversies or claims existing or arising from the beginning
                                            of time through and including the date of execution of this Agreement (collectively “Released
                                            Claims”). Without limiting the foregoing, the Released Claims shall include any and
                                            all liabilities or claims arising out of or in any manner whatsoever connected with or related
                                            to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed
                                            in connection with any of the foregoing or the origination, negotiation, administration,
                                            servicing and/or enforcement of any of the foregoing.



 


		B.	In
                                            furtherance of this release, Borrower expressly acknowledges and waives any and all rights
                                            under Section 1542 of the California Civil Code, which provides as follows:



 


“A
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the
debtor or released party.” (Emphasis added.)


 




    	9 



    	 



    

 


		C.	By
                                            entering into this release, Borrower recognizes that no facts or representations are ever
                                            absolutely certain and it may hereafter discover facts in addition to or different from those
                                            which it presently knows or believes to be true, but that it is the intention of Borrower
                                            hereby to fully, finally and forever settle and release all matters, disputes and differences,
                                            known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently
                                            discover that any fact that it relied upon in entering into this release was untrue, or that
                                            any understanding of the facts was incorrect, Borrower shall not be entitled to set aside
                                            this release by reason thereof, regardless of any claim of mistake of fact or law or any
                                            other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has
                                            not relied upon any representation or statement made by Bank with respect to the facts underlying
                                            this release or with regard to any of such party’s rights or asserted rights.



 


		D.	This
                                            release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim
                                            against any action, suit, or other proceeding that may be instituted, prosecuted or attempted
                                            in breach of this release. Borrower acknowledges that the release contained herein constitutes
                                            a material inducement to Bank to enter into this Agreement, and that Bank would not have
                                            done so but for Bank’s expectation that such release is valid and enforceable in all
                                            events.



 


		E.	Borrower
                                            hereby represents and warrants to Bank, and Bank is relying thereon, as follows:



 


		1	Except
                                            as expressly stated in this Agreement, neither Bank nor any agent, employee or representative
                                            of Bank has made any statement or representation to Borrower regarding any fact relied upon
                                            by Borrower in entering into this Agreement.



 


		2	Borrower
                                            has made such investigation of the facts pertaining to this Agreement and all of the matters
                                            appertaining thereto, as it deems necessary.



 


		3	The
                                            terms of this Agreement are contractual and not a mere recital.



 


		4	This
                                            Agreement has been carefully read by Borrower, the contents hereof are known and understood
                                            by Borrower, and this Agreement is signed freely, and without duress, by Borrower.



 


		5	Borrower
                                            represents and warrants that it is the sole and lawful owner of all right, title and interest
                                            in and to every claim and every other matter which it releases herein, and that it has not
                                            heretofore assigned or transferred, or purported to assign or transfer, to any person, firm
                                            or entity any claims or other matters herein released. Borrower shall indemnify Bank, defend
                                            and hold it harmless from and against all claims based upon or arising in connection with
                                            prior assignments or purported assignments or transfers of any claims or matters released
                                            herein.



 


14. CONTINUING
VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Agreement, the
terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing
Obligations pursuant to this Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in
this Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties
all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue
of this Agreement.


 


15. COUNTERSIGNATURE.
This Agreement shall become effective only when it shall have been executed by Borrower and Bank.


 


[The
remainder of this page is intentionally left blank]


 




    	10 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth
of Massachusetts as of the date first written above.


 


	EXISTING
    BORROWER:	 	 	 
	 	 	 	 	 
	CARECLOUD,
    INC.	 	CARECLOUD
    PRACTICE MANAGEMENT, INC.
	 	 	 	 	 
	By	/s/ Kimberly
    Blanche	 	By	/s/ Kimberly Blanche
	Name:	Kimberly
    Blanche	 	Name:	Kimberly
    Blanche
	Title:	General
    Counsel	 	Title:	General
    Counsel


 


	MTBC
    ACQUISITION, CORP.	 	CARECLOUD
    HEALTH, INC.
	 	 	 	 	 
	By	/s/ Kimberly Blanche	 	By	/s/ Kimberly Blanche
	Name:	Kimberly
    Blanche	 	Name:	Kimberly
    Blanche
	Title:	General
    Counsel	 	Title:	General
    Counsel


 


	MERIDIAN
    MEDICAL MANAGEMENT, INC.	 	 	 
	 	 	 	 	 
	By	/s/ Kimberly Blanche	 	 	 
	Name:	Kimberly
    Blanche	 	 	 
	Title:	General
    Counsel	 	 	 


 


	NEW
    BORROWER	 	 	 
	 	 	 	 	 
	MEDSR,
    INC.	 	CARECLOUD
    ACQUISITION, CORP.
	 	 	 	 	 
	By	/s/ Kimberly Blanche	 	By	/s/ Kimberly Blanche
	Name:	Kimberly
    Blanche	 	Name:	Kimberly
    Blanche
	Title:	General
    Counsel	 	Title:	General
    Counsel


 


	BANK:	 	 	 
	 	 	 	 	 
	SILICON
    VALLEY BANK	 	 	 
	 	 	 	 	 
	By	/s/ Michael McMahon	 	 	 
	Name:	Michael
    McMahon	 	 	 
	Title:	Director	 	 	 


 




    	11 



    	 



    

 


SCHEDULE
1


 


EXHIBIT
B


COMPLIANCE
STATEMENT


 


	TO:	SILICON
    VALLEY BANK	Date:
    	___________
	FROM:
    	CARECLOUD, INC., MTBC ACQUISITION, CORP.,
	 	CARECLOUD PRACTICE MANAGEMENT, CORP., CARECLOUD HEALTH, INC., 
	 	MERIDIAN MEDICAL MANAGEMENT, INC., MEDSR, INC., 
	 	AND CARECLOUD ACQUISITION, CORP.


 


Under
the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete
compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents
evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next
except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings
given them in the Agreement.


 


Please
indicate compliance status by circling Yes/No under “Complies” column.


 


	Reporting
    Covenants	 	Required	 	Complies
	 	 	 	 	 
	Monthly
    financial statements with  Compliance Statement 	 	Monthly
    within 30 days	 	Yes  
    No
	Annual
    financial statements (CPA Audited) on Form 10-K	 	Within
                                            5 days after filing with

    SEC
	 	 
	10-Q
    and 8-K	 	Within
                                            5 days after filing with

    SEC
	 	Yes  
    No
	A/R
    & A/P Agings	 	Monthly
    within 30 days	 	Yes
      No
	Repeatable
    Revenue Statements	 	Monthly
    within 30 days	 	Yes
      No
	Board-approved
    projections	 	FYE
within 30 days, and as updated/ amended
	 	Yes
      No


 


	Financial Covenants	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 
	Maintain
    as indicated:	 	 	 	 	 	 
	Liquidity
    Ratio (at all times; tested monthly)	 	>
    _1.25 : 1.0*	 	______
    : 1.0	 	Yes
    No
	Adjusted
                                            EBITDA (trailing six-month; tested

    monthly)
	 	 

    >
    _______**
	 	 

    ______
    : 1.0
	 	 

    Yes
    No N/A



 


*
As set forth in Section 6.9(a) of the Agreement


**
As set forth in Section 6.9(b) of the Agreement


 


The
following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of
this Compliance Statement.


 


The
following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”)


 


---------------------------------------------------------------------------------------------------------------------------------------------------------------------




 




    	 



    	 



    

 


Schedule
1 to Compliance Statement


 


Financial
Covenants of Borrower


 


In
the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


Dated:
  ____________________


 


I. Liquidity
Ratio (at all times) (tested as of the dates and for the periods set forth in Section 6.9(a))


 


Required:
> 1.25 : 1.0


 


*As
set forth in Section 6.9(a) of the Agreement


 


Actual:
  ___ : 1:0


 


	A.	Aggregate
                                            value of Borrower’s unrestricted and unencumbered cash and Cash Equivalents maintained
                                            with Bank and Bank’s Affiliates

     
	$___________

     

	B.	Aggregate
    value of Borrower’s net billed accounts receivable	$___________

     

	C.	The
    sum of lines A and B	$___________

     

	D.

     
	All
                                            obligations and liabilities of Borrower to Bank (other than any obligations related to Bank
                                            Services that are secured by specifically pledged and segregated cash on terms and in amounts
                                            satisfactory to Bank in its sole discretion)

     
	$___________

     

	E.	Liquidity
                                            Ratio (line C divided by line D)

     
	___________


 


Is
line E equal to or greater than the amount set forth above?


 


______ No,
not in compliance     ______ Yes, in compliance





 






    	 



     


    

 


		II.	Adjusted
                                            EBITDA (trailing six-month) (tested as of the dates and for the periods set forth in
                                            Section 6.9(b))



 


Required:
  $_________________**


 


**As
set forth in Section 6.9(b) of the Agreement.


 


Actual:  
$_________________


 


	A.	 	Net
    Income	$___________
	 	 	 	 
	B.	 	To
    the extent included in the determination of Net Income	 

    

	 	 	 	 
	 	1.	Interest
    Expense	$__________

    

	 	 	 	 
	 	2.	Income
    tax expense	$__________

    

	 	 	 	 
	 	3.	Depreciation	$__________

    

	 	 	 	 
	 	4.	Amortization
    expense	$__________

    

	 	 	 	 
	 	5.	Non-cash
                                            stock-based compensation expense

    
	$__________
	 	 	 	 
	 	6.	Stock-based
                                            compensation payable in cash (not to exceed $250,000 per fiscal year)

    
	$__________
	 	 	 	 
	 	7.	Foreign
                                            currency gains and losses

    
	$__________
	 	 	 	 
	 	8.	Gain
                                            or loss resulting from the change in the value of contingent consideration and non-recurring
                                            transaction and integration costs related to acquisitions that occurred prior to the Effective
                                            Date

    
	$__________

     

	 	 	 	 
	 	9.	Gain
                                            or loss resulting from the change in the value of contingent consideration and non-recurring
                                            transaction and integration costs related to acquisitions occurring on or after the Effective
                                            Date to the extent approved by Bank on a case-by-case basis in its sole discretion

    
	$__________
	 	 	 	 
	 	10.	The
    sum of lines 1 through 9	$__________

    

	 	 	 	 
	C.	 	Unfinanced
                                            capital expenditures

    
	$__________
	 	 	 	 
	D.	 	Capitalized
                                            software expenses

    
	$__________
	 	 	 	 
	E.	 	The
                                            sum of lines C and D

    
	 
	 	 	 	 
	F.	 	Adjusted
    EBITDA (line A plus line B.10 minus line E)	$__________


 


Is
line F equal to or greater than the required amount set forth above?


 


______ No,
not in compliance     ______ Yes, in compliance