Exhibit
10.18


 


Sixth
LOAN MODIFICATION AGREEMENT


 


This
Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 21, 2022, 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”) and
(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”), (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”),
(vi) MEDSR, INC., a Delaware corporation (“medSR”) and (vii) CARECLOUD ACQUISITION, CORP., a Delaware
corporation (“CareCloud Acquisition”, and together with Parent, MTBC Acquisition, Management, CareCloud Health, Meridian
Medical, and medSR, jointly, severally, individually and collectively, “Borrower”).


 


1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower
to Bank, 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 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, as further amended and affected by a certain Joinder and Fourth Loan Modification Agreement dated as of September
21, 2020, and as further amended and affected by a certain Joinder and Fifth Loan Modification Agreement dated as of September 21, 2021
(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.
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”.


 


3.
DESCRIPTION OF CHANGE IN TERMS.


 


	 	A.	Modifications to Loan Agreement.




 


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


 


	 	 	“(i)
    pay normal monthly dividends in cash to the holders of Parent Borrower’s Series A Preferred Stock as required by Section 4
    of Borrower’s Amended and Restated Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable
    Perpetual Preferred Stock dated as of July 6, 2016 so long as an Event of Default does not exist at the time of any such dividend
    and would not exist after giving effect to any such dividend;”


 




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	 	 	and inserting in lieu thereof the following:



 


	 	 	“(i)
    pay normal monthly dividends in cash to the holders of (A) Parent Borrower’s Series A Preferred Stock as required by Section
    4 of Borrower’s Amended and Restated Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable
    Perpetual Preferred Stock dated as of July 6, 2016 and (B) Parent Borrower’s Series B Preferred Stock as required by Section
    4 of Borrower’s Certificate of Designations, Preferences and Rights of its Series B Cumulative Redeemable Perpetual Preferred
    Stock to be filed no later than February 20, 2022 (with a copy of the filed version provided to Bank promptly thereafter), in the
    case of both (A) and (B), so long as an Event of Default does not exist at the time of any such dividend and would not exist after
    giving effect to any such dividend;”


 


	 	B.	Consent.



 


	 	1	Borrower
    has notified Bank that it intends on redeeming certain shares of its Series A Preferred Stock at Twenty-Five Dollars ($25.00) per
    share (collectively, the “Shares”), currently held by certain investors of Parent Borrower in exchange for cash (each,
    a “Redemption” and, collectively, the “Redemptions”). Bank hereby consents to the Redemptions, so long as
    (a) Borrower does not assume or incur any Indebtedness or Liens in connection with the Redemptions, (b) Borrower does not use or
    transfer any of its cash or other property in connection with any Redemption, other than cash proceeds from the sale of Parent Borrower’s
    Series B Preferred Stock and/or Common Stock (without duplication of Section 7.7(a)(iii) of the Loan Agreement) received within the
    ninety (90) day period ending on the date of such Redemption, (c) the Redemptions do not result in a Change in Control, (d) no Event
    of Default exists at the time of any Redemption and the Redemptions do not result in an Event of Default, and (e) the Redemptions
    occur on or prior to December 31, 2023.
	 	 	 
	 	2	In
    addition, Borrower has notified Bank that after shares of Parent Borrower’s Series B Preferred Stock are publicly trading and
    the initial Redemption has occurred, when the relative prices of Parent Borrower’s Series A Preferred Stock and Series B Preferred
    Stock are appropriate, it intends to offer to holders of Parent Borrower’s Series A Preferred Stock the right to exchange such
    shares for shares of Parent Borrower’s Series B Preferred Stock (collectively, the “Exchange”). Bank hereby consents
    to the Exchange, so long as (a) Borrower does not assume or incur any Indebtedness or Liens in connection with the Exchange, (b)
    Borrower does not transfer any of its cash or other property in connection with the Exchange other than shares of Parent Borrower’s
    Series B Preferred Stock, (c) the Exchange does not result in a Change in Control, and (d) no Event of Default exists at the time
    of the Exchange and the Exchange does not result in an Event of Default.


 


4.
FEES AND EXPENSES. Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to
the Existing Loan Documents.


 


5.
RATIFICATION OF 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.


 




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	 	(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)	medSR
    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 “medSR Perfection Certificate”) delivered by medSR to Bank, and acknowledges,
    confirms and agrees that the disclosures and information medSR provided to Bank in the medSR Perfection Certificate have not changed,
    as of the date hereof.
	 	 	 
	 	(g)	CareCloud
    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 “CareCloud Acquisition Perfection Certificate”) delivered by CareCloud
    Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information CareCloud Acquisition provided to
    Bank in the CareCloud Acquisition Perfection Certificate have not changed, as of the date hereof.


 


6.
CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.


 


7.
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.


 




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8.
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 Loan Modification 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.)


 


	 	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 Loan Modification 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 Loan Modification 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 Loan Modification Agreement.
	 	 	 
	 	2	Borrower
    has made such investigation of the facts pertaining to this Loan Modification Agreement and all of the matters appertaining thereto,
    as it deems necessary.
	 	 	 
	 	3	The
    terms of this Loan Modification Agreement are contractual and not a mere recital.


 




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	 	4	This
    Loan Modification Agreement has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this
    Loan Modification 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.


 


9.
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
Loan Modification 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 Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification 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 Loan Modification Agreement.


 


10.
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and
Bank.


 


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


 


	CARECLOUD,
    INC.	 	CARECLOUD
    PRACTICE MANAGEMENT, INC.
	 	 	 	 	 
	By	/s/
    Bill Korn	 	By	/s/
    Bill Korn
	Name:	Bill
    Korn	 	Name:	Bill
    Korn
	Title:	Chief
    Financial Officer	 	Title:	Chief
    Financial Officer
	 	 	 	 	 
	MTBC
    ACQUISITION, CORP.	 	CARECLOUD
    HEALTH, INC.
	 	 	 	 	 
	By	/s/
    Bill Korn	 	By	/s/
    Bill Korn
	Name:	Bill
    Korn	 	Name:	Bill
    Korn
	Title:	Chief
    Financial Officer	 	Title:	Chief
    Financial Officer
	 	 	 	 	 
	MERIDIAN
    MEDICAL MANAGEMENT, INC.	 	CARECLOUD
    ACQUISITION, CORP.
	 	 	 	 	 
	By	/s/
    Bill Korn	 	By	/s/
    Bill Korn
	Name:	Bill
    Korn	 	Name:	Bill
    Korn
	Title:	Chief
    Financial Officer	 	Title:	Chief
    Financial Officer
	 	 	 	 	 
	MEDSR,
    INC.	 	 	 
	 	 	 	 	 
	By	/s/
    Bill Korn	 	 	 
	Name:	Bill
    Korn	 	 	 
	Title:	Chief
    Financial Officer	 	 	 
	 	 	 	 	 
	BANK:	 	 	 
	 	 	 	 
	SILICON
    VALLEY BANK	 	 	 
	 	 	 	 	 
	By	/s/
    Tom Gordon	 	 	 
	Name:	Tom
    Gordon	 	 	 
	Title:	Managing
    Director