Exhibit 2.1

ASSET PURCHASE AGREEMENT

between

MEDSPHERE SYSTEMS CORPORATION

and

CARECLOUD HOLDINGS, INC

dated as of

August 22, 2025

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of August 22, 2025, is entered into between Medsphere Systems Corporation, a Delaware corporation (“Seller”) and CareCloud Holdings, Inc, a Delaware corporation, or its designated affiliate (“Buyer”).

RECITALS

WHEREAS, Seller is engaged in the business of providing healthcare IT software and related services to the U.S. inpatient and ambulatory market (the “Business”); and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE IDEFINITIONS

The following terms have the meanings specified or referred to in this ARTICLE I:

“Accounts Receivable” means all accounts receivable, notes receivable (other than non-recourse notes receivable secured only by Seller common stock), and other rights to payment of the Seller, whether billed or unbilled, including all of the following insofar as they arose or now exist in connection with the Assigned Contracts, Current Customers, or the Purchased Assets: (i) all trade accounts receivable and other rights to payment from current Customers of the Seller, (ii) all other accounts receivable or notes receivable (other than non-recourse notes receivable secured only by Seller common stock) of the Seller, (iii) all security deposits, (iv) any claim, remedy or other right of the Seller related to any of the foregoing, and (v) any payments received by the Seller with respect to any of the foregoing, together with all unpaid financing charges accrued thereon.

“Acquisition Proposal” has the meaning set forth in Section 6.03(a).

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Allocation Schedule” has the meaning set forth in Section 2.06.

“Ancillary Documents” means the Escrow Agreement, the Bill of Sale, the Assignment and Assumption Agreement, Intellectual Property Assignments, Deeds, Assignment and Assumption of Leases, the Transition Services Agreement, and the other agreements, instruments and documents required to be delivered at the Closing.

“Assigned Contracts” has the meaning set forth in Section 2.01(a).

“Assignment and Assumption Agreement” has the meaning set forth in Section 3.02(a)(ii).

“Assumed Liabilities” has the meaning set forth in Section 2.03.

“Audited Financial Statements” has the meaning set forth in Section 4.04.

“Balance Sheet” has the meaning set forth in Section 4.04.

“Balance Sheet Date” has the meaning set forth in Section 4.04.

“Bill of Sale” has the meaning set forth in Section 3.02(a)(i).

“Books and Records” has the meaning set forth in Section 2.01(h).

“Business” has the meaning set forth in the recitals.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New Jersey are authorized or required by Law to be closed for business.

“Business IT Systems and Data” means all Software, computer hardware, servers, networks, platforms, peripherals, data, databases, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) in the conduct of the Business, together with all associated documentation, user manuals, and technical information.

“Buyer” has the meaning set forth in the preamble.

“Buyer Closing Certificate” has the meaning set forth in Section 7.03(d).

“Buyer Indemnitees” has the meaning set forth in Section 8.02.

“Buyer’s Accountants” means the accountants utilized by Buyer.

“Closing” has the meaning set forth in Section 3.01.

“Closing Date” has the meaning set forth in Section 3.01.

“Closing Date Payment” has the meaning set forth in Section 2.05(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Copyrights” has the meaning set forth in the definition of Intellectual Property.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

“Dollars” or “$” means the lawful currency of the United States.

“Drop Dead Date” has the meaning set forth in Section 9.01(b).

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, exercise of any other attribute of ownership, or any preferential arrangement having similar effect.

“Excluded Assets” has the meaning set forth in Section 2.02.

“Excluded Contracts” has the meaning set forth in Section 2.02(a).

“Excluded Liabilities” has the meaning set forth in Section 2.04.

“Financial Statements” has the meaning set forth in Section 4.04.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Independent Accountant” has the meaning set forth in Section 2.07.

“Insurance Policies” has the meaning set forth in Section 4.15.

“Intellectual Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (f) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files (including such data as was received, processed or stored by Seller, prior to the Closing, for or on behalf of any third party including any Customer), databases, protocols, specifications, and other documentation thereof (“Software”); and (g) all other intellectual and proprietary rights.

“Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

“Intellectual Property Assets” means all Intellectual Property that is owned by Seller and used or held for use in the conduct of the Business as currently conducted or proposed to be conducted, together with all (i) royalties, fees, income, payments, and other proceeds now or hereafter due or payable to Seller with respect to such Intellectual Property; and (ii) claims and causes of action with respect to such Intellectual Property, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof.

“Intellectual Property Assignments” has the meaning set forth in Section 3.02(a)(iii).

“Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued Patents, registered Trademarks, domain names and Copyrights, and pending applications for any of the foregoing.

“Interim Balance Sheet” has the meaning set forth in Section 4.04.

“Interim Balance Sheet Date” has the meaning set forth in Section 4.04.

“Interim Financial Statements” has the meaning set forth in Section 4.04.

“Knowledge of Seller” or “Seller’s Knowledge” or any other similar knowledge qualification, means with respect to an individual, such individual is actually aware of such fact or other matter, or should have been aware after reasonable inquiry and due diligence. Seller shall be deemed to have “Knowledge” of a particular fact or other matter if any executive, senior manager (VP level or above), officer or director of the Seller, has Knowledge of such fact or other matter.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

“Licensed Intellectual Property” means all Intellectual Property in which Seller holds any rights or interests granted by other Persons, including any of Seller’s Affiliates, that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted.

“Losses” means losses, damages, Liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder; provided, however, that “Losses” shall not include punitive, special, exemplary, or consequential damages, except to the extent actually awarded to a Governmental Authority or other third party.

“Material Adverse Effect” means any event, occurrence, fact, condition or change, whether or not disclosed on the Seller’s Financial Statements (including without limitation the Balance Sheet and Interim Balance Sheet), that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, prospects, condition (financial or otherwise) or assets of the Business, (b) the value of the Purchased Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis.

“Material Contracts” has the meaning set forth in Section 4.07(a)(i).

“Material Customers” has the meaning set forth in Section 4.14(a).

“Material Suppliers” has the meaning set forth in Section 4.14(b).

“Patents” has the meaning set forth in the definition of Intellectual Property.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 4.08.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Platform Agreements” has the meaning set forth in Section 4.11(h).

“Post-Closing Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“Purchase Price” has the meaning set forth in Section 2.05.

“Purchased Assets” has the meaning set forth in Section 2.01.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient or indoor air, surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Restricted Business” means any business that competes directly or indirectly with the Business as conducted as of the Closing Date or during the twelve (12) months prior to the Closing Date.

“Restricted Period” has the meaning set forth in Section 6.07(a).

“Seller” has the meaning set forth in the preamble.

“Seller Closing Certificate” has the meaning set forth in Section 7.02(i).

“Seller Indemnitees” has the meaning set forth in Section 8.04.

“Seller’s Accountants” means the accountant identified by Seller as its accountant.

“Software” has the meaning set forth in the definition of Intellectual Property.

“Tangible Personal Property” has the meaning set forth in Section 2.01(c).

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Territory” means the United States of America, together with its territories, where the Business currently conducts operations as of the Closing Date.

“Trade Secrets” has the meaning set forth in the definition of Intellectual Property.

“Trademarks” has the meaning set forth in the definition of Intellectual Property.

“Transition Services Agreement” has the meaning set forth in Section 3.02(a)(iv).

“Union” has the meaning set forth in Section 4.20(b).

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

ARTICLE IIPURCHASE AND SALE

Section 2.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of Seller’s assets, properties and rights of every kind and nature, wherever located, and whether real, personal or mixed, tangible or intangible (including goodwill) (other than the Excluded Assets), and which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

(a) any and all Customer Contracts identified in Disclosure Schedule 2.01(a), Intellectual Property Agreements, non-competition and non-solicitation agreements, such provisions of Seller’s agreements that contain restrictive covenants non-competition, non-solicitation and nondisclosure protections in favor of the Seller (but only to the extent that the same can be assumed without otherwise assuming the rest of said Contract), and any other Contracts expressly assumed by Buyer pursuant to the Assignment and Assumption Agreement (all of the foregoing, collectively, the “Assigned Contracts”);

(b) all Intellectual Property Assets;

(c) all furniture, fixtures, equipment, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”);

(d) subject to any prior claims or rights, including without limitation for subrogation, recoupment or otherwise, of Seller’s insurance carriers under the Insurance Policies, all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; provided, however, that Buyer shall not acquire any of Seller’s right, title or interest (or that of its carrier, under any subrogation claim or right of such carrier) in and to Seller’s or its insurer’s affirmative claims for recovery, both within the pending Arbitration and otherwise, in connection with Seller’s claims against Pain Management Institute, as set forth in Sections 4.15 and 4.16 of the Disclosure Schedules, which claims and rights shall be Excluded Assets hereunder;

(e) all prepaid expenses, credits, advance payments, claims, security, refunds (except as set forth in subsection (g) below), rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);

(f) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;

(g) subject to subsection (d), above, with respect to all Purchased Assets and Assumed Liabilities, all of Seller’s right to recover insurance benefits under the Insurance Policies, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities, including the E&O and Cyber Tail coverage, for which the Buyer shall be named as an additional insured under such policy, but except for any D&O insurance coverage or proceeds; and as to any Excluded Asset or Excluded Liability, Buyer shall have all such rights and benefits as it is entitled to as an Additional Insured under Seller’s E&O policy and Tail coverage, and under such successor provisions as are provided under Seller’s D&O policy and Tail coverage (for avoidance of doubt, nothing herein shall in any way limit Seller’s ongoing rights or benefits, or rights to receive proceeds, under the Insurance Policies which rights or benefits are not explicitly transferred to Buyer hereunder);

(h) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, Customer lists, Customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, Customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”) (for avoidance of doubt, it being understood that none of the foregoing shall include records, documents or communications subject to the attorney client or attorney work product privileges);

(i) to the extent not included in the foregoing all current assets of Seller as set forth on the Financial Statements as of the Closing, insofar as they arise out of relate to the Purchase Assets, the Assigned Contracts or the Current Customers; and

(j) all goodwill and the going concern value of the Business.

Section 2.02 Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

(a) all Contracts that are not Assigned Contracts, including, without limitation, Contracts with: (x) former Customers, (y) lenders and lienholders whose liens upon the Purchased Assets will be removed as of the Closing, and (z) vendors (the “Excluded Contracts”);

(b) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization and equity ownership of Seller;

(c) all Benefit Plans and assets attributable thereto;

(d) the assets, properties and rights specifically set forth on Section 2.02(d) of the Disclosure Schedules;

(e) all data, documents or records of Seller subject to the attorney client privilege or the attorney work product privilege, provided that Buyer shall be entitled to any non-privileged communications that could reasonably be deemed material to Buyer’s use or ownership of the Purchased Assets (for avoidance of doubt, and for guidance of the parties during the Transition Services Agreement, all electronic or tangible records subject to the attorney client or work product privileges remain owned by Seller and shall not be transferred by it to Buyer, and if, to any extent, any record subject to the attorney client or work product privileges is transferred to Buyer, Buyer shall either destroy or return the same to Seller, or if it is not reasonably feasible to do so, shall not use or disclose any such record or its content for any purpose, and such record shall remain permanently subject to the Parties’ confidentiality obligations as set forth herein;

(f) all (i) cash and cash equivalents in Seller’s possession or accounts at Closing, (ii) Seller’s banking accounts and credit cards, (iii) physical checks in Seller’s possession at Closing, and all proceeds thereof, provided such checks are not in payment of accounts receivable that are part of the Purchased Assets, and (iv) all wire transfers and other electronic payments to Seller initiated prior to Closing but not yet received, and all proceeds thereof, provided such wires are not in payment of accounts receivable that are part of the Purchased Assets; and

(g) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents.

Section 2.03 Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

(a) all liabilities reflected on Seller’s Financial Statements as current liabilities as of the Closing, but not including expressly Excluded Liabilities or those set forth on Section 2.03(a) of the Disclosure Schedules;

(b) all Liabilities in respect of the Assigned Contracts but only to the extent that such Liabilities arise and accrue after the Closing Date;

(c) compensation, wages, benefits, accrued PTO, employment taxes or contributions required by Law (except only for any pre-Closing accrued bonus payment obligation of Seller to Chris Langehaug or Robert Kilian), accrued through the Closing Date, for each employee listed on Section 6.05(a) of the Disclosure Schedules;

(d) those Liabilities of Seller set forth on Section 2.03(d) of the Disclosure Schedules; and

(e) all Liabilities that arise or accrue after the Closing Date respecting ongoing maintenance and storage of all data, documents and records delivered and maintained or stored by Seller as of the Closing Date (including data, documents and records of former and current Customers) in the manner and for such periods as are required by Law; and further, for such compliance as is required by Law, with any lawful disclosure requirements applicable to such data, documents or records.

Section 2.04 Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall retain all Excluded Liabilities and satisfy or otherwise resolve them in accordance with applicable law. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

(a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others;

(b) any Liabilities relating to or arising out of the Excluded Assets;

(c) any Liabilities in respect of any Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date including any Liabilities in respect of those pending or threatened Actions set forth on Schedule 4.16(a);

(d) any Liabilities of Seller arising under or in connection with any Benefit Plan which is not taken over by Buyer as Sponsor, and which provides or has provided benefits to any present or former employee of Seller;

(e) except as set forth in Section 2.03(c) above, any remaining Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments;

(f) any trade accounts payable of Seller: (i) which constitute intercompany payables owing to Affiliates of Seller; or (ii) which constitute debt, loans or credit facilities to financial institutions; or (iii) which did not arise in the ordinary course of business;

(g) any and all trade account payables and any and all accrued liabilities other than those set forth in Section 2.04(g) of the Disclosure Schedules;

(h) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, Customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ Customers to Seller on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement;

(i) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees;

(j) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing;

(k) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions or third parties; and

(l) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with any Law or Governmental Order.

Section 2.05 Purchase Price.

The aggregate purchase price for the Purchased Assets (the “Purchase Price”) shall be $16,500,000 (Sixteen Million, Five Hundred Thousand Dollars) paid as follows: (i) $7,750,000 (Seven Million, Seven Hundred and Fifty Thousand Dollars) payable in cash on the Closing Date (the “Closing Date Payment”); (ii) $8,250,000 (Eight Million, Two Hundred and Fifty Thousand Dollars), due and payable in immediately available funds under the terms and conditions set forth in Second Payment Loan and Security Documents (the “Second Payment”); and (iii) $500,000 (Five Hundred Thousand Dollars) in cash, held back by Buyer at the Closing and placed within five (5) Business Days after the Closing (with evidence of such deposit to be provided by Buyer to Seller and Seller’s Lender (as defined below) on or prior to such date) into a separate bank account controlled by Buyer (such amount, together with such interest that may accrue thereon following the deposit of such amount therein, the “Special Fund Account”), in which account no other Buyer or other funds will be placed or commingled, and from which Special Fund Account Buyer will access, use and distribute funds pursuant to the provisions set forth hereinbelow. The Parties acknowledge and agree that the Seller is assigning its right to receive the Second Payment and any amounts to be released by Buyer from the Special Fund Account to its lender, Wells Fargo Bank, N.A. (“Seller’s Lender”), concurrently with the execution of this Agreement, and all Parties consent to such assignment. The obligation of Buyer and certain of its affiliates to pay the Second Payment to Seller’s Lender shall be governed by the terms of the loan and security documents attached as Exhibit H hereto (the “Second Payment Loan and Security Documents”) (it being understood that such documents may be amended at any time solely with the consent of the parties thereto in accordance with the terms thereof and without requiring any consent of the Seller), which Buyer agrees to execute (and to cause its applicable affiliates to execute) in favor of Seller’s Lender concurrently with the Closing. The Purchase Price shall be paid as provided in Section 3.02.

The funds held by Buyer in the Special Fund Account will be released and paid by Buyer to Seller’s Lender, directly, on the earlier of (i) the date on which any Potential Claim (as defined below) has been satisfied or resolved in full to the reasonable satisfaction of Buyer (it being understood that written confirmation from an applicable third party that such third party shall not bring a claim against Buyer with respect to a Potential Claim shall be deemed to be satisfactory), and (ii) the date that is six (6) months after the Closing Date (the “Special Fund Account Period”), provided, that if prior to the expiry of such Special Fund Account Period, a claim is made in writing against Buyer or any of its affiliates respecting an assertion of a Potential Claim against Buyer or any of its affiliates, the funds in the Special Fund Account (or any remaining portion thereof not expended as set forth herein) will not be released to Seller’s Lender until such Potential Claim has been satisfied or resolved in full and Buyer has been released by all relevant parties from any claim arising from such Potential Claim. Buyer shall promptly notify Seller and Seller’s Lender of any and all notices and communications received from the potential holder of a Potential Claim requesting payment from Buyer or asserting any claim or demand against Buyer that would constitute, or could reasonably be expected to become, a Potential Claim covered by this provision. As used herein, a “Potential Claim” means any claim or demand asserted against Buyer or its affiliates, by a Vendor of Seller’s described on Schedule V hereto, for the payment of any material claim, damage or loss.

If Buyer becomes aware of, or receives, a claim or demand in connection with a Potential Claim, it will first seek coverage under its R&W Insurance Policy for any and all defense costs, expenses, Losses, settlement costs, or other costs or outlays associated with defending against or resolving such Potential Claim. In the event it is required to incur any of the foregoing costs, expenses or outlays in connection with defending against or resolving a Potential Claim, which in spite of Buyer’s good faith efforts to seek the same are not fully covered by its R&W Insurance Policy, Buyer will be entitled to reimburse itself for such costs, expenses or outlays out of the Special Fund Account up to the full amount therein, including, as incurred, for all its legal and related costs reasonably incurred in seeking enforcement of its R&W Insurance Policy to cover the Potential Claim, and then, as applicable, for an additional sums it is required to incur in defending and resolving the Potential Claim. Thereafter, any remaining funds in the Special Fund Account will be released to Seller’s Lender, as the remaining component of item 2.05(iii) of the Purchase Price set forth above.

If Buyer fails to release any funds from the Special Fund Account to Seller’s Lender when Buyer is required to do so pursuant to the terms of this Section 2.05 within three business days of the date required by this Section 2.05, Buyer’s obligation to pay such funds from the Special Fund Account to Seller’s Lender will accrue late payment interest of 8% per annum until paid.

Buyer may promptly release to itself required funds out of the Special Fund Account, but only as follows: On a monthly basis as it incurs defense expenses or anticipates the need to make payments to resolve a Potential Claim, Buyer shall present to Seller’s Lender documentation of such expenses incurred or other advance payment need, if applicable. Buyer and Seller’s Lender will confer in good faith regarding the same, and Seller’s Lender shall have the right to approve all reasonable and appropriate expenses, outlays or anticipated expenditures by Buyer, which approval will not be unreasonably withheld. However, any items or amounts not approved by Seller’s Lender, in its exercise of its reasonable discretion upon review, will not be released or paid by Buyer to itself until the parties have reached agreement as to such items or amounts. Any remaining disputes will be resolved by the Independent Accountant, whose fees shall be paid solely from the funds in the Special Fund Account, which payments will constitute an agreed charge against such funds. Seller’s Lender shall not unreasonably object to or seek, in bad faith, to frustrate Buyer’s request for reimbursements or payments from the Special Fund Account.

For avoidance of doubt, Seller and Seller’s Lender shall have no liability to Buyer on account of any Potential Claim beyond, at a maximum, the funds from the Purchase Price placed by Buyer in the Special Fund Account, as set forth above. Further, and for avoidance of doubt, (i) the foregoing provisions respecting the Special Fund Account, and access to the funds therein on the terms set forth herein, represent Seller’s and Seller’s Lender’s full and complete liability or responsibility for any Potential Claim; and (ii) nothing in this Section 2.05 expands, alters or otherwise modifies Sections 8.01 or 8.02 herein, or expands in any way the limited scope of the indemnities provided for therein, or alters in any way the limits on Buyer’s remedies or Seller’s liability or the indemnity obligations as set forth therein.

Section 2.06 Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within 15 days following the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute, and Buyer shall facilitate a joint conversation among Buyer, Buyer’s accounting advisors, and Seller in furtherance of such good faith resolution efforts; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 10 days following the Closing Date, such dispute shall be resolved by an independent accountant, who shall be an accounting firm mutually agreed upon by the parties, and who shall not have had any material business relationship with either party or their respective affiliates in the past three years (the “Independent Accountant”). The fees and expenses of such accounting firm shall be borne by Buyer. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule.

Section 2.07 Withholding Tax. The parties agree that no sums are required to be withheld by Buyer from the Purchase Price, under any provision of applicable Tax Law.

Section 2.08 Third Party Consents. To the extent that Seller’s rights under any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. It shall be Buyer’s sole responsibility to obtain such assignments, whether before or after the Closing. Prior to and, if required, as part of the services it provides under a Transition Services Agreement (solely during the Term thereof, and at Buyer’s sole expense), Seller shall use commercially reasonable efforts to support Buyer’s efforts to obtain such assignments, and shall cooperate fully in Buyer’s efforts to obtain such assignments, and in all communications with customers and vendors, shall fully support and encourage such parties to consent to such assignments to Buyer. Other than such cooperation as part of the Transition Services Agreement, during the term thereof, Seller shall have no further duties or obligations relating to assignment of contracts or otherwise obtaining third-party consents. All expenses and risk of obtaining (or not obtaining) such consents shall be borne solely by Buyer. Obtaining such consents shall not be a condition of closing under Section 7.02(d) hereof.

ARTICLE IIICLOSING

Section 3.01 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely by electronic exchange of documents and signatures, at 5:00 PM, Eastern time, on August 22, 2025, subject to the satisfaction or waiver of all of the conditions to Closing set forth in ARTICLE VII (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date”.

Section 3.02 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a bill of sale in the form of Exhibit B hereto/in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer;

(ii) an assignment and assumption agreement in the form of Exhibit C hereto/in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;

(iii) an assignment in the form of Exhibit D hereto/in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer;

(iv) the Transition Services Agreement in the form of Exhibit F hereto/in form and substance satisfactory to Buyer (the “Transition Services Agreement”) and duly executed by Seller;

(v) a power of attorney in the form of Exhibit G hereto/in form and substance satisfactory to Buyer and duly executed by Seller;

(vi) the Seller Closing Certificate;

(vii) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k);

(viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and

(ix) Evidence that Buyer is named an additional insured on Seller’s E&O and Cyber policy.

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) the Closing Date Payment by wire transfer of immediately available funds to one or more accounts as designated in writing by Seller to Buyer;

(ii) the Assignment and Assumption Agreement duly executed by Buyer;

(iii) the Transition Services Agreement duly executed by Buyer;

(iv) an IRS Form W-9 executed by Seller and upon which Buyer may rely to avoid any withholding Taxes from payments made hereunder;

(v) the Buyer Closing Certificate;

(vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f);

(vii) the Second Payment Loan and Security Documents;

(viii) evidence satisfactory to Seller’s Lender of the release of Encumbrances on the assets of Buyer and Buyer’s affiliates party to the Second Payment Loan and Security Documents (including without limitation terminations of all security interest in favor of Silicon Valley Bank, a division of First Citizens Bank).

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Medsphere Systems Corporation (“Seller”) represents and warrants to CareCloud, Inc. (“Buyer”) that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01 Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

Section 4.02 Authority of Seller. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Section 4.03 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Seller is a party or by which Seller or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for: (a) such federal, state or local corporate franchise or tax filings as may be required for Buyer to conduct business utilizing the Assets, or (b) any filings required by HIPAA, HITECH, or the U.S. Department of Health and Human Services (and the Center for Medicare & Medicaid Services, and the Office of the National Coordinator), and any other laws or regulations applicable to the software certifications, attestations, interoperability requirements and other regulatory matters relating to the Assets.

Section 4.04 Financial Statements. Complete copies of the audited financial statements consisting of the balance sheet of the Business as at December 31 in each of the years 2022 and 2023 and the related statements of income and retained earnings, stockholders’ equity and cash flows for the years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Business as at December 31, 2024 and June 30, 2025 and the related statements of income and retained earnings, stockholders’ equity and cash flows for the six month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered to Buyer. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material to the Business) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Business, and fairly present in all material respects the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated. The balance sheet of the Business as of December 31, 2024 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of June 30, 2025 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Seller maintains a standard system of accounting for the Business established and administered in accordance with GAAP.

Section 4.05 Undisclosed Liabilities. Seller represents and warrants that there are no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet and the Interim Balance Sheet as of the dates thereof, (b) those which are imposed by applicable Law, (c) those which are disclosed in the Disclosure Schedules hereto, (d) Excluded Liabilities, and (e) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and the Interim Balance Sheet Date.

Section 4.06 Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, the Business has been conducted in the ordinary course of business consistent with past practice, and there has not been any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(c) material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of Customer deposits;

(d) except as set forth on the Financial Statements and Section 4.06(d) of the Disclosure Schedules hereto, entry into any Contract that would constitute a Material Contract;

(e) except with respect to indebtedness that has been disclosed and owed to Seller’s existing lenders with whom Seller had lending relationships prior to the Balance Sheet date, incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

(f) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Interim Balance Sheet, except for the sale of inventory and the resolution of receivables and payables items and disputes in the ordinary course of business;

(g) except for resolution of receivables and payables items in the ordinary course of business, including resolution of any disputes relating thereto, cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets;

(h) transfer or assignment of or grant of any license or sublicense under or with respect to any material Intellectual Property Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice);

(i) except as set forth in Section 4.06(i) of the Disclosure Schedules, abandonment or lapse of or failure to maintain in full force and effect any material Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets;

(j) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance;

(k) except for ongoing resolution of Contract claims or disputes in the ordinary course of business, acceleration, termination, material modification to, or of cancellation any commitment of any Assigned Contract or Permit;

(l) material capital expenditures which would constitute an Assumed Liability;

(m) except for Encumbrances which will be released concurrently with the Closing, imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets;

(n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law.

Section 4.07 Material Contracts.

(a) Section 4.07(a) of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets listed or otherwise disclosed in the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, being “Material Contracts”):

(i) all Contracts with current Customers of the Business;

(ii) all Contracts that limit or purport to limit the ability of Seller to compete in any line of business or with any Person or in any geographic area or during any period of time;

(iii) all joint venture, partnership or similar Contracts;

(iv) all powers of attorney with respect to the Business or any Purchased Asset;

(v) all other Contracts that are material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this Section 4.07.

(b) Except as otherwise described in Section 4.07(b) of the Disclosure Schedule, each Material Contract is in full force and effect and is a valid and binding agreement enforceable against Seller and, to Seller’s Knowledge, the other party or parties thereto, in accordance with its terms. None of Seller or, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, or otherwise take actions that would or could reasonably be expected to materially affect the revenue or benefits associated with any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the Purchased Assets.

Section 4.08 Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) will, as of the Closing, be free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

(a) those items set forth in Section 4.08 of the Disclosure Schedules; or

(b) those arising in the ordinary course of business and are (i) for utilities and Taxes that are not yet delinquent; (ii) to secure landlords, lessors or renters under any leased Real Property; (iii) in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies or other similar items for amounts not yet delinquent; (iv) resulting in any title retention or security interests under conditional sales contracts; and (v) Liens that will be released on or prior to the Closing; or.

(c) arising or resulting from any action taken by Buyer.

Section 4.09 Condition and Sufficiency of Assets. Except for ordinary wear and tear consistent with the age and use thereof prior to the Closing, of which age and use Seller is fully aware after full inquiry and inspection prior to Closing, and except also as set forth in Section 4.09 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the Purchased Assets are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted. None of the Excluded Assets are material to the Business.

Section 4.10 Reserved.

Section 4.11 Intellectual Property.

(a) Section 4.11(a) of the Disclosure Schedules contains a correct, current and complete list of: (i) all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date; and the current status; (ii) all unregistered Trademarks included in the Intellectual Property Assets; (iii) all proprietary Software included in the Intellectual Property Assets; and (iv) all other Intellectual Property Assets that are used or held for use in the conduct of the Business as currently conducted or proposed to be conducted.

(b) Section 4.11(b) of the Disclosure Schedules contains a correct, current and complete list of all Intellectual Property Agreements, specifying for each the date, title, and parties thereto, and separately identifying the Intellectual Property Agreements: (i) under which Seller is a licensor or otherwise grants to any Person any right or interest relating to any Intellectual Property Asset; (ii) under which Seller is a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person, including any rights granted to Seller to access third-party electronic health records applications; and (iii) which otherwise relate to the Seller’s ownership or use of any Intellectual Property in the conduct of the Business as currently conducted or proposed to be conducted, in each case identifying the Intellectual Property covered by such Intellectual Property Agreement. Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Except as otherwise set forth on the Disclosure Schedules hereto with respect to any Contract, each Intellectual Property Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect. Neither Seller nor any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Intellectual Property Agreement.

(c) Except as set forth in Section 4.11(c) of the Disclosure Schedules, and except for any intellectual property incorporated or used by Seller under any contract, agreement or license from any third party, Seller is the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title and interest in and to the Intellectual Property Assets, and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Business as currently conducted, which will, as of the Closing, be free and clear of Encumbrances other than Permitted Encumbrances. Subject to all necessary, appropriate, current and ongoing bug fixes, updates, upgrades, patches, maintenance and support, which Seller represents and warrants are in place and fully operational or are in process in accordance with Seller’s past practices, the Intellectual Property Assets and Licensed Intellectual Property are all of the Intellectual Property necessary to operate the Business as presently conducted. Seller has maintained policies and practices requiring, and, to Seller’s Knowledge, has entered into binding, valid and enforceable written Contracts with each current and former employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with Seller whereby such employee or independent contractor, in substance or effect, (i) acknowledges Seller’s exclusive ownership of all Intellectual Property Assets invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with Seller; (ii) grants to Seller a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a “work made for hire” under Applicable Law; and (iii) irrevocably waives any right or interest regarding such Intellectual Property, to the extent permitted by applicable Law. Registrations have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized registrars.

(d) Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Buyer’s right to own or use any Intellectual Property Assets or Licensed Intellectual Property in the conduct of the Business as currently conducted. Except solely with respect to Encumbrances which will be released concurrently with the Closing, immediately following the Closing, all Intellectual Property Assets will be owned or available for use by Buyer on identical terms as they were owned or available for use by Seller immediately prior to the Closing.

(e) All of the Intellectual Property Assets (and Licensed Intellectual Property) are valid and enforceable, and to Seller’s Knowledge, all Intellectual Property Registrations are subsisting and in full force and effect. Seller, to its Knowledge, has taken or directed its Representatives to take all reasonable and necessary steps to maintain and enforce the Intellectual Property Assets and Licensed Intellectual Property and to preserve the confidentiality of all Trade Secrets included in the Intellectual Property Assets, including by having policies and practices in place requiring, and to Seller’s Knowledge, requiring all Persons having access thereto to execute binding, written non-disclosure agreements. To Seller’s Knowledge, all required filings and fees related to the Intellectual Property Registrations have been timely submitted with and paid to the relevant Governmental Authorities and authorized registrars. Seller has provided Buyer with access to true and complete copies of all file histories, documents, certificates, office actions, correspondence, assignments, and other instruments relating to the Intellectual Property Registrations.

(f) Seller represents and warrants that the conduct of the Business as currently and formerly conducted, including the use of the Intellectual Property Assets and Licensed Intellectual Property in connection therewith, and the products, processes, and services of the Business, have not infringed, misappropriated, or otherwise violated the Intellectual Property or other rights of any Person. To Seller’s Knowledge, no Person has infringed, misappropriated, or otherwise violated any Intellectual Property Assets or Licensed Intellectual Property.

(g) To Seller’s Knowledge, other than as set forth in Section 4.11(g) of the Disclosure Schedules, there are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation of the Intellectual Property of any Person by Seller in the conduct of the Business; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Intellectual Property Assets or Licensed Intellectual Property; or (iii) by Seller or any other Person alleging any infringement, misappropriation, or other violation by any Person of any Intellectual Property Assets. To its Knowledge, Seller is not aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. To its Knowledge, Seller is not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Intellectual Property Assets or Licensed Intellectual Property.

(h) Section 4.11(h) of the Seller Disclosure Schedules contains a correct, current, and complete list of all social media accounts used by Seller in the conduct of the Business. To its Knowledge, Seller has complied with all terms of use, terms of service, and other Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites, or services in the conduct of the Business (collectively, “Platform Agreements”), and there are no Actions settled, pending, or threatened alleging (i) any breach or other violation of any Platform Agreement by Seller; or (ii) defamation, any violation of publicity rights of any Person, or any other violation by Seller in connection with its use of social media in the conduct of the Business.

(i) All Business IT Systems are in good working condition and are sufficient for the operation of the Business as currently conducted. In the past 36 months, there has been no malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Business IT Systems that has resulted or is reasonably likely to result in material disruption or damage to the Business and that has not been remedied. Seller has taken all commercially reasonable steps to safeguard the confidentiality, availability, security, and integrity of the Business IT Systems, including implementing and maintaining appropriate backup, disaster recovery, and Software and hardware support arrangements.

(j) Seller has complied with all applicable Laws and all internal or publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer, and security of personal information in the conduct of the Business. In the past 60 months Seller has not (i) experienced any actual, alleged, or suspected data breach or other security incident involving personal information in its possession or control or (ii) except as set forth on Schedule 4.11(j), been subject to or received any written notice of any audit, investigation, complaint, or other Action by any Governmental Authority or other Person concerning the Seller’s collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Law concerning privacy, data security, or data breach notification, in each case in connection with the conduct of the Business, and, to Seller’s Knowledge, there are no facts or circumstances that could reasonably be expected to give rise to any such Action.

Section 4.12 Reserved.

Section 4.13 Accounts Receivable. The Accounts Receivable reflected on the Interim Balance Sheet and the Accounts Receivable arising after the Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of Seller not subject, to Seller’s Knowledge, to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Business, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Section 4.14 Customers and Suppliers.

(a) The Financial Statements and associated detail, provided by Seller to Buyer, set forth revenue accrued with respect to each still-current Customer for the period between January 1, 2023 and June 30, 2025 (collectively, the “Material Customers”). Except as set forth in Section 4.14(a) of the Disclosure Schedule, Seller has not received any notice, and has no reason to believe, that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the Business.

(b) The Financial Statements and associated detail, provided by Seller to Buyer, set forth expenses accrued with respect to each still-current supplier for the period between January 1, 2023 and June 30, 2025 (collectively, the “Material Suppliers”). Except as set forth in Schedule 4.14(b), Seller has not received any notice, and has no reason to believe, that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the Business or to otherwise terminate or materially reduce its relationship with the Business.

Section 4.15 Insurance. Section 4.15 of the Disclosure Schedules sets forth (a) a true and complete list of all current policies or binders relating to errors and omissions, professional liability, employment practices liability, umbrella liability, real and personal property, workers’ compensation, fiduciary liability and other casualty and property insurance maintained by Seller or its Affiliates and relating to the Business, the Purchased Assets or the Assumed Liabilities (collectively, the “Insurance Policies”); and (b) with respect to the Business, the Purchased Assets or the Assumed Liabilities, a list of all pending claims and the claims history for Seller since January 1, 2022. Except as set forth on Section 4.15 of the Disclosure Schedules, there are no claims related to the Business, the Purchased Assets or the Assumed Liabilities pending under any Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither Seller nor any of its Affiliates has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of the Insurance Policies. All premiums due on the Insurance Policies have either been paid or, if not yet due, accrued. All the Insurance Policies (a) are in full force and effect and enforceable in accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. To Seller’s Knowledge, none of Seller or any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Business and are sufficient for compliance with all applicable Laws and Contracts to which Seller is a party or by which it is bound. True and complete copies of the Insurance Policies have been made available to Buyer. Seller shall, at its sole cost and expense, obtain and maintain, for a period of two (2) years following the end of the Term of the Transition Services Agreement, a tail policy to Seller’s existing E&O and Cyber Policy as set forth on Section 4.15 of the Disclosure Schedules immediately prior to Closing (or shall obtain a comparable two-year E&O tail policy, with comparable coverages, from another carrier of comparable rating). The policy shall name Buyer as an additional insured and shall be for the benefit of Buyer in accordance with the terms and provision of such policy. Prior to the expiration of the term of the Transition Services Agreement, Buyer shall have the option to elect to direct Seller to purchase the third year of the E&O and Cyber tail policy. In the event Buyer exercises such option, Buyer shall be responsible for paying to Seller, to remit to the insurance provider, the incremental additional premium equal to the difference between the premium for two years of tail coverage and the premium for three years of tail coverage. This right of Buyer is subject to any requirements of the subject insurance provider, including any change in premium or other decisions made by the provider regarding an increase in the period of the tail coverage, including by virtue of claims having been made against the policy in the interim, or otherwise. 

Section 4.16 Legal Proceedings; Governmental Orders.

(a) Except as set forth on Schedule 4.16(a), there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no event has occurred or circumstances exist that would reasonably be expected to give rise to, or serve as a basis for, any such Action.

(b) To Seller’s Knowledge, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business.

Section 4.17 Compliance With Laws; Permits.

(a) Seller represents and warrants that it has complied in all material respects, and is now complying in all material respects, with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets.

(b) To Seller’s Knowledge, all Permits required for Seller to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by Seller and are valid and in full force and effect. All fees and charges due with respect to such Permits as of the date hereof have been paid in full or are accrued upon the Financial Statements. Section 4.17(b) of the Disclosure Schedules lists all current Permits issued to Seller which are related to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets, including the names of the Permits and their respective dates of issuance and expiration. Seller has complied and is now complying with the terms of all Permits listed on Section 4.17(b) of the Disclosure Schedules. To Seller’s Knowledge, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 4.17(b) of the Disclosure Schedules.

Section 4.18 Reserved.

Section 4.19 Reserved

Section 4.20 Employment Matters.

(a) Section 4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof have been paid in full or accrued upon Seller’s Financial Statements, and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation, commissions, bonuses or fees which will be an obligation of Buyer, post-Closing, other than the Assumed Liabilities.

(b) Seller is not, and has not been for the past three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past three years, any Union representing or purporting to represent any employee of Seller, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees of the Business. Seller has no duty to bargain with any Union.

(c) If and to the extent applicable, Seller has complied with the WARN Act.

Section 4.21 Taxes. Except as set forth in Section 4.21 of the Disclosure Schedules:

(a) All material Tax Returns with respect to the Business required to be filed by Seller for any Pre-Closing Tax Period have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes shown as due and owing by Seller on such Tax Returns have been, or will be, timely paid.

(b) Seller has withheld or accrued upon its Financial Statements, and to the extent due, paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent contractor, creditor, Customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller, other than as a result of an automatic extension to extend the time for filing a Tax Return in the ordinary course of business.

(d) All deficiencies asserted, or assessments made, against Seller as a result of any examinations by any taxing authority have been fully paid.

(e) Except as set forth on Schedule 4.21(e), Seller is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

(f) Except for Permitted Encumbrances, there are no Encumbrances for Taxes upon any of the Purchased Assets nor, except potentially as set forth in subsection (e) above, is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the Purchased Assets (other than for current Taxes not yet due and payable).

(g) Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

(h) Seller is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).

Section 4.22 Related Party Transactions. There are no Contracts or other arrangements involving the Business in which Seller, its Affiliates, or any of its or their respective directors, officers, or employees is a party, has a financial interest, or otherwise owns or leases any Purchased Asset.

Section 4.23 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Seller.

Section 4.24 Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Section 4.25 No Other Representations and Warranties. Except for the representations and warranties contained in this Agreement (including the related portions of the Disclosure Schedules), neither Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Purchased Assets and Assumed Liabilities, furnished or made available to Buyer and its Representatives, including any information, documents or material delivered to Buyer/made available to Buyer in the Data Room, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in law.

ARTICLE VREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article V are true and correct as of the date hereof.

Section 5.01 Organization of Buyer. CareCloud, Inc. is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware.

Section 5.02 Authority of Buyer. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is or will be a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

Section 5.03 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer that would materially affect Buyer’s ability to consummate the transaction; or (c) except as set forth in Section 5.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under any Contract to which Buyer is a party.

Section 5.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Buyer.

Section 5.05 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of available funds to enable it to make payment of the Purchase Price and to consummate the transactions contemplated by this Agreement.

Section 5.06 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Section 5.07 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets and Assumed Liabilities, to the extent Seller has made such information available, and Seller represents that it has provided complete, accurate and adequate access to all material personnel, properties, assets, premises, books and records, and other documents and data of Seller necessary for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied upon its own investigation and the express representations and warranties of Seller set forth in this Agreement (including related portions of the Disclosure Schedules), as well as any statements, documents, or other information provided by Seller during due diligence; and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE VICOVENANTS

Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, goodwill and relationships of its employees, Customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

(a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets;

(b) pay when due, accrue upon Seller’s Financial Statements, or otherwise resolve in accordance with Law, the debts, Taxes and other obligations of the Business when due;

(c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable;

(d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

(e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;

(f) take such actions as are reasonably necessary and appropriate to defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation, and in connection therewith, to cooperate with Buyer as it prepares to take over any such defense and protection as of the Closing;

(g) perform all of its obligations under all Assigned Contracts, in the ordinary course of business and consistent with its past practices;

(h) maintain the Books and Records in accordance with past practice;

(i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and

(j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.

Section 6.02 Access to Information. From the date hereof until the Closing, Seller shall (a) afford Buyer and its Representatives full and free access to and the right to inspect all of the Real Property in which Seller currently maintains a leasehold or other occupancy interest, properties, assets, premises, Books and Records, Contracts and other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to unreasonably interfere with the conduct of the Business or any other businesses of Seller, and Seller shall use commercially reasonable efforts to facilitate such investigation. Except as expressly set forth herein, no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement.

Section 6.03 No Solicitation of Other Bids.

(a) Seller shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets.

(b) Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Section 6.04 Notice of Certain Events.

(a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;

(ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(iv) any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.16 or that relates to the consummation of the transactions contemplated by this Agreement.

(b) Buyer’s receipt of information pursuant to this Section 6.04 shall not operate as a waiver or otherwise affect, except to the extent set forth expressly herein, any representation, warranty or agreement given or made by Seller in this Agreement (including Section 9.01) and shall not be deemed to amend or supplement the Disclosure Schedules.

Section 6.05 Employees and Employee Benefits.

(a) Upon the termination of the Transition Services Agreement, Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis where permitted by applicable law, to any or all of such employees; provided that Buyer must, if so required under the WARN Act or similar state laws resulting from employment losses, thereafter hire and retain for a minimum of 60 days a sufficient number of employees so as not to trigger a qualifying mass layoff or other liability, for Seller. Notwithstanding the foregoing, set forth in Section 6.05(a) of the Disclosure Schedules is a list of all employees as to whom, effective as of the Closing Date, Buyer shall assume all accrued liabilities (accrued through the Closing Date) for employee compensation, benefits, employment taxes, PTO and other items as expressly stated in Section 2.03(c), above. Except for accrued and “frozen” PTO for such employees, Buyer shall pay all the foregoing accrued liabilities for such employees as part of the first payroll after the Closing, as part of the fees, charges and expenses Buyer is required to pay pursuant to the Transition Services Agreement. For each employee listed in Section 6.05(a) of the Disclosure Schedules, if Buyer actually hires such employee at the conclusion of the Transition Services Agreement, Buyer shall not be required to pay the pre-Closing accrued PTO for such employees, if under applicable law such accrued PTO may be rolled over to the employee’s new employment with Buyer; otherwise such accrued PTO shall be paid out to all such employees at the end of the Transition Services Agreement. For every employee listed in Section 6.05(a) of the Disclosure Schedules who is not actually hired by Buyer at the end of the Transition Services Agreement, Buyer shall pay all accrued PTO to such employee and applicable severance to such employee, in accordance with the Transition Services Agreement. Attached hereto as Exhibit I is a Table setting forth an accurate summary of the various amounts to be paid by the Parties, respectively, to Seller’s employees post-Closing, including the employees listed on Section 6.05 of the Disclosure Schedules, as well as other Seller employees including those directed by Buyer to be retained by Seller during the Transition Services Agreement, including under those circumstances in which all employees listed in Section 6.05(a) of the Disclosure Schedules are, and are not, all hired by Buyer at the end of the Transition Services Agreement.

(b) Except as set forth in subsection (a) above, in Section 2.03(c) of Assumed Liabilities, and in Exhibit I hereto, and further subject to such alternative arrangements as may be made by the Parties in the Transition Services Agreement, Seller (and, as applicable, its benefits providers and insurers) shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller (and, as applicable, its benefits providers and insurers) shall pay all such amounts to all entitled persons on or prior to the Closing Date. In addition to the liabilities it assumes under subsection (a) above and also in Section 2.03(c) of Assumed Liabilities, and further subject to such alternative arrangements as may be made by the Parties in the Transition Services Agreement, Buyer shall be solely responsible for, and Seller shall have no obligation whatsoever respecting, any compensation, benefits or other amounts due with respect to each employee of the Business who becomes employed by Buyer in connection with the transactions contemplated by this Agreement (each, a “Hired Employee”) for any periods of service with the Buyer or its Affiliates after termination of the Transition Services Agreement.

(c) [RESERVED]

(d) Seller (and, as applicable, its benefit providers and insurers) shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller also shall remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due.

(e) Each employee of the Business who becomes employed by Buyer in connection with the transactions contemplated by this Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Buyer.

(f) Each employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan.

Section 6.06 Confidentiality. From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Section 6.07 Non-Competition; Non-Solicitation.

(a) For a period of 5 years commencing on the Closing Date (or if a court of competent jurisdiction determines such period is unenforceable, then the longest period that is enforceable under applicable law) (the “Restricted Period”), Seller shall not, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, Customer, supplier or licensor of the Business (including any existing or former client or Customer of Seller and any Person that becomes a client or Customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. For avoidance of doubt, nothing in this Section prohibits Seller from performing the Transition Services Agreement in accordance with its terms, or from complying with applicable Law, Governmental order or contract, in connection with any claim, dispute or legal proceeding, including any liquidation or dissolution proceeding, commenced by Seller after termination of the Transition Services Agreement (or by any other Person at any time).

(b) During the Restricted Period, Seller shall not, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. For avoidance of doubt, nothing in this Section prohibits Seller from performing the Transition Services Agreement in accordance with its terms.

(c) Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

(d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Section 6.08 Governmental Approvals and Consents.

(a) Prior to the Closing and during the period of any post-Closing Transition Services Agreement (all expense associated with which is the sole responsibility of Buyer), Seller shall cooperate promptly and in good faith with Buyer, and use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

(b) Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules.

(c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, and subject to all limitations set forth above, each of the parties hereto shall use all reasonable best efforts to:

(i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document;

(ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and

(iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted.

(d) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer or any of its Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement and the Ancillary Documents; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Section 6.09 Books and Records.

(a) In order to facilitate the resolution of any claims made against or incurred by Seller prior to the Closing, or for any other reasonable purpose, for a period of three years after the Closing, or otherwise in accordance with applicable law, Buyer shall:

(i) retain the Books and Records (including personnel files) relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of Seller; and

(ii) upon reasonable notice, afford the Seller’s Representatives reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such Books and Records.

(b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the Closing, or for any other reasonable purpose, for a period of three years following the Closing, or otherwise in accordance with applicable law, Seller shall:

(i) retain the books and records (including personnel files) of Seller which relate to the Business and its operations for periods prior to the Closing; and

(ii) upon reasonable notice, afford the Buyer’s Representatives reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records.

(c) Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 6.09 where such access would violate any Law or legal process, provided that the party denying access shall use commercially reasonable efforts to provide such information in a manner that does not violate Law, including through redaction or other appropriate means.

Section 6.10 Closing Conditions From the date hereof until the Closing, each party hereto shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VII hereof.

Section 6.11 Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 6.12 Bulk Sales Laws. Buyer hereby waives compliance by Seller with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer, based upon Seller’s representation that such laws are not applicable to this transaction.

Section 6.13 Receivables. From and after the Closing, if Seller or any of its Affiliates receives or collects any funds relating to any Accounts Receivable or any other Purchased Asset, Seller or its Affiliate shall remit such funds to Buyer within five Business Days after its receipt thereof. From and after the Closing, if Buyer or its Affiliate receives or collects any funds relating to any Excluded Asset, Buyer or its Affiliate shall remit any such funds to Seller within five Business Days after its receipt thereof.

Section 6.14 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid one-half (50%) by each of Buyer and Seller when due. The party legally required to file shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and the other party shall cooperate with respect thereto as necessary).

Section 6.15 Tax Clearance Certificates. If requested by Buyer, Seller shall use commercially reasonable efforts to notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Section 6.16 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Ancillary Documents.

Section 6.17 Audit. Not later than the Closing Date, Buyer will engage Tanner LLC to conduct an audit of the financial statements of the Seller as of December 31, 2024 for the year then ended, and a review of the financial statements as of June 30, 2025 for the six months then ended. Seller will provide full cooperation and access to work papers and support materials as requested by the accounting firm in connection with the work required to complete the audit and review, which is to be completed on or before September 30, 2025. Completion of such audit and review shall not be required by the Closing and shall not be a condition of Closing, provided that the audit and review processes have been initiated prior to the Closing. Buyer shall bear, and forthwith pay as invoices are received, all of the fees and expenses of the accounting firm in connection with the audit and review. At the conclusion of the audit and review, Seller will execute a management representation letter reasonably acceptable to the accounting firm and such other documents and representations reasonably requested by the Buyer, accountants and legal advisors in furtherance of timely complying with Purchaser’s SEC requirements. Information and materials provided by Seller to the auditor, in connection with the foregoing audit and review processes, will be consistent with its current and past practices, consistently applied, as used by Seller in preparation of the Financial Statements. Seller will not have any Liability to Buyer if the annual 2024 financial statements and 2025 interim financial statements cannot be completed in a timely manner despite Seller’s good faith compliance with its obligations under this Section, provided that such delay is not caused by Seller’s willful misconduct.

ARTICLE VIICONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03 of the Disclosure Schedules and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.03 of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.

Section 7.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Seller contained in this Agreement and the Ancillary Documents shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Seller shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements and covenants that are qualified by materiality, Seller shall have performed such agreements and covenants, as so qualified, in all respects.

(c) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d) Seller shall have cooperated with Buyer in seeking, and shall have undertaken as set forth in the Transition Services Agreement, to continue during the term thereof, post-Closing, to cooperate and assist Buyer in obtaining, all approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing.

(e) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

(f) Seller shall have delivered to Buyer duly executed counterparts to the Ancillary Documents and such other documents and deliveries set forth in Section 3.02(a).

(g) Seller shall have cooperated with Buyer in seeking, and shall have undertaken as set forth in the Transition Services Agreement, to continue during the term thereof, post-Closing, to cooperate and assist Buyer in obtaining, all Permits that are necessary for it to conduct the Business as conducted by Seller as of the Closing Date.

(h) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion, of the release of such Encumbrances.

(i) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied (the “Seller Closing Certificate”).

(j) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(k) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

(l) Buyer shall have secured a representations and warranties insurance policy with a reputable insurer, with coverage limits of not less than $3 million, on such terms and conditions as are reasonably acceptable to Buyer.

(m) Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 7.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Buyer contained in this Agreement and the Ancillary Documents shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). Buyer shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.

(b) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.

(c) Buyer shall have delivered to Seller (i) the Closing Date Payment by wire transfer of immediately available funds, (ii) duly executed counterparts to the Ancillary Documents, and (iii) such other documents and deliveries set forth in Section 3.02(b).

(d) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “Buyer Closing Certificate”).

(e) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(f) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

(g) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(h) Seller and its directors shall have determined, after consultation with outside legal counsel, that nothing in this agreement or in the approval or full performance thereof by Seller, shall cause the Seller, or any of its directors or officers, each acting in his or her capacity as a director or officer, to take or refrain from taking any action, to the extent inconsistent with its or their fiduciary duties under applicable law (as determined by them in good faith after consultation with outside legal counsel).

ARTICLE VIIISURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION OF REMEDIES

Section 8.01 Survival of Representations and Warranties. The representations and warranties made by Seller in this Agreement shall survive for a period of 36 months following the Closing Date, except for Fundamental Representations which shall survive indefinitely. From and after the Closing, except in the event of intentional misrepresentation or fraud, Buyer’s sole and exclusive recourse and remedy for the inaccuracy or breach of a representation or warranty made by Seller in this Agreement shall be to assert a claim under the R&W Insurance Policy, and Seller shall have no liability therefor. After the Closing, except in the event of actual intentional misrepresentation or fraud, Buyer may not bring a claim against Seller for the inaccuracy or breach of a representation or warranty made by Seller in this Agreement. The representations and warranties made by Buyer in this Agreement shall expire and be of no further force and effect as of the Closing. After the Closing, except in the event of actual intentional misrepresentation or fraud, Seller may not bring a claim against Buyer for the inaccuracy or breach of a representation or warranty made by Buyer in this Agreement. Nothing in this Article VIII shall limit Buyer’s right to seek and obtain any equitable relief to which Buyer shall be entitled or to seek any remedy on account of actual fraud or intentional misrepresentation by Seller, and nothing in this Article VIII shall limit Buyer’s right to seek coverage under the Seller’s E&O tail coverage to which the Buyer shall have been named as an additional insured on or prior to Closing.

Section 8.02 Limited Indemnification By Seller. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Seller shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement. However, notwithstanding the foregoing, Seller shall not indemnify the Buyer Indemnitees from any Losses arising from any claimed breach by Seller of any representation or warranty set forth in this Agreement, or from any claimed breach by Seller of any other covenant, agreement or obligation in this Agreement or the Ancillary Documents which incorporates the representations and warranties herein or which is of like kind or effect or the breach of which results in the same claimed Losses as a breach of a representation or warranty herein, all of which claims are expressly excluded from the scope of this Indemnity and for all of which Buyer’s sole remedy is to assert a claim under the R&W Insurance Policy, as set forth in Section 8.01 above. Furthermore, except as expressly set forth in this subsection, above, and subject to the limitations of scope above, for avoidance of doubt, neither Seller nor any of its Affiliates, officers, directors, employees, shareholders, lenders or other Representatives, indemnifies or holds Buyer or any of its Affiliates, officers, directors, shareholders, lenders, Representatives or others, harmless from or with respect to any claim, demand or cause of action arising out of relating in any way to any Excluded (or otherwise non-acquired or non-assumed by Buyer) Assets or Liabilities hereunder, regardless of whether such claim, demand or cause of action is brought by Buyer, or any of its Affiliates, officers, directors, shareholders, lenders, Representatives or others, or any third person or entity, and regardless of the nature, type, legal basis or forum of such claim, demand or cause of action. Nothing in this Section 8.02 shall limit Buyer’s right to seek any remedy on account of Seller’s actual fraud or intentional misrepresentation, and nothing in this Section 8.02 shall limit Buyer’s right to seek coverage under the Seller’s E&O tail coverage to which the Buyer shall have been named as an additional insured on or prior to Closing.

Section 8.03 Limited Indemnification By Buyer. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement. However, notwithstanding the foregoing, Buyer shall not indemnify the Seller Indemnitees from any Losses arising from any claimed breach by Buyer of any representation or warranty set forth in this Agreement, or from any claimed breach by Buyer of any other covenant, agreement or obligation in this Agreement or the Ancillary Documents which incorporates the representations and warranties herein or which is of like kind or effect or the breach of which results in the same claimed Losses as a breach of a representation or warranty herein, all of which claims are expressly excluded from the scope of this Indemnity. Furthermore, except as expressly set forth in this subsection, above, and subject to the limitations of scope above, for avoidance of doubt, neither Buyer nor any of its Affiliates, officers, directors, employees, shareholders, lenders or other Representatives, indemnifies or holds Seller or any of its Affiliates, officers, directors, shareholders, lenders, Representatives or others, harmless from or with respect to any claim, demand or cause of action arising out of relating in any way to any Purchased Assets or Assumed Liabilities hereunder, regardless of whether such claim, demand or cause of action is brought by Seller, or any of its Affiliates, officers, directors, shareholders, lenders, Representatives or others, or any third person or entity, and regardless of the nature, type, legal basis or forum of such claim, demand or cause of action. Nothing in this Section 8.03 shall limit Seller’s right to seek any remedy on account of Buyer’s actual fraud or intentional misrepresentation.

ARTICLE IXTERMINATION

Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Seller and Buyer;

(b) by either Seller or Buyer, upon written notice to the other party, if the transactions contemplated by this Agreement have not been consummated on or before August 22, 2025 (the “Drop Dead Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.01(b) shall not be available to any party whose intentional and material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or was a contributing factor that resulted in, the failure of the transactions contemplated by this Agreement to be consummated on or before the Drop Dead Date;

(c) prior to Closing, by Buyer by written notice to Seller if Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured by Seller within five (5) days of Seller’s receipt of written notice of such breach from Buyer;

(d) prior to Closing, by Seller by written notice to Buyer if Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured by Buyer within ten days of Buyer’s receipt of written notice of such breach from Seller; or

(e) prior to Closing, by Buyer or Seller if (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

Section 9.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

(a) that the obligations set forth in this ARTICLE IX and ARTICLE X hereof shall survive termination; and

(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

ARTICLE XMISCELLANEOUS

Section 10.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

Section 10.03 Interpretation. For purposes of this Agreement, unless otherwise expressly provided, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; and (d) references herein: (i) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 10.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 10.05 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as provided in Section 6.07(d), upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.06 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that prior to the Closing Date, Buyer may, without the prior written consent of Seller, assign all or any portion of its rights under this Agreement to one or more of its direct or indirect wholly-owned subsidiaries, which assignee shall be fully bound by all provisions herein. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 10.08 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. In addition, no amendment, modification, supplement or waiver applicable to provisions hereof which reference Seller’s Lender shall be effective without the prior written consent of Seller’s Lender. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.09 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE COURTS OF THE STATE OF NEW JERSEY IN EACH CASE LOCATED IN THE COUNTY OF SOMERSET, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Section 10.10 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 10.12 Non-recourse and Release. This Agreement may be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may be brought against the entities that are expressly named as parties hereto with respect to the obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, lender (including Seller’s Lender), agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby. In addition, and effective as of the Closing, Buyer, on behalf of itself, its Affiliates and each of their respective successors and assigns (each of the foregoing, a “Buyer Releasing Party”), hereby fully, irrevocably and unconditionally releases and forever discharges Seller, its Affiliates and its and their respective past and present directors, managers, officers, employees, agents, stockholders, members and Representatives, and Seller’s Lender, from and against, and covenants that it will not (directly or indirectly) assert any claim or proceeding of any kind before any Governmental Authority based upon, all claims, Actions, causes of action, suits, rights, debts, agreements, Liabilities and demands whatsoever and all consequences thereof, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, both in law and in equity, whether existing as of the Closing or arising thereafter, that a Buyer Releasing Party has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date. The foregoing sentence shall not be deemed to be a release or waiver by a Buyer Releasing Party of any Action it may have (i) under this Agreement or any of the other Ancillary Agreements, including under Section 8.02 and for instances of fraud or intentional misrepresentation, or (ii) as a trade creditor of Seller. For clarity, nothing herein shall limit Buyer’s right to seek coverage under the Seller’s E&O tail coverage or under the R&W Insurance policy.

Section 10.13 No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement or the Ancillary Agreements, this Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, that notwithstanding the foregoing or any other provision hereof to the contrary, Seller’s Lender is a third-party beneficiary of the provisions hereof in which Seller’s Lender is referenced.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers/representatives.

Exhibit 2.2

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), effective as of the Closing Date (as defined in the Asset Purchase Agreement) (the “Effective Date”), is entered into by and between Medsphere Systems Corporation, a Delaware corporation (“Seller”), and CareCloud Holdings, Inc, a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Asset Purchase Agreement, dated August 22, 2025 (the “Purchase Agreement”), pursuant to which Buyer has agreed, inter alia, to purchase from Seller substantially all of Seller’s assets used in the Business (as defined in the Purchase Agreement) and to extend offers of employment to a substantial number of Seller’s employees (as specified in the Purchase Agreement). Capitalized terms used but not defined in this Agreement have the meanings given in the Purchase Agreement;

WHEREAS, the Purchase Agreement requires, pursuant to Section 3.02 thereof, that Seller deliver at Closing a Transition Services Agreement in form and substance satisfactory to Buyer;

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Buyer requires certain transition services to ensure an orderly migration and continuous operation of the Business after Closing, and Seller has agreed to provide such services on the terms set forth herein; and

WHEREAS, Buyer and Seller wish to clarify the parties’ relationship during the term of this Agreement (the “Term”); to provide a list of the reasonably requested services (the “Services”) to be provided by Seller, including any ongoing amendment thereof; to establish mechanisms for Seller to utilize its employees, vendors, subcontractors or other third parties in providing the Services subject to Buyer’s approval; to establish a structure for Buyer’s ongoing utilization of Services in the Buyer’s sole and ultimate discretion, and for delegation, information exchange and decision-making respecting Seller’s performance of all such Services during the Term; to provide a process for payment and reimbursement by Buyer for agreed upon Services, employee, and third-party costs, expenses and outlays (through an agreed methodology payments and reconciliations, as set forth hereinbelow); and allocating liabilities and indemnities, as between the parties, with respect to this Agreement, the performance of all Services, and all matters pertaining thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

During the Term of this Agreement, Seller’s employees shall remain as Seller’s employees. In the event an employee chooses to resign or their employment is terminated by Seller other than as a result of direction from Buyer or the Termination of the Term of this Agreement as set forth herein, Seller shall be responsible for any applicable separation payments and any other employee expense, of any nature, after such separation from employment.

Access. Seller and Buyer shall each provide the other with reasonable access to all systems, environments, facilities, documentation, and personnel required to receive and transition the Services, and otherwise to communicate, exchange information, perform their respective obligations and receive their respective benefits hereunder.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Schedule 1: Transition Services to Be Provided

Seller shall provide such transition services as may be reasonably requested by Buyer, free of charge, following the Closing Date to ensure an orderly transition of the Business. These may include, without limitation:

The scope, duration, and any costs associated with the above or of any third party shall be pre-approved by Buyer mutually in writing.

Schedule 2: Severance Obligations

Severance Pay (based on Employee Tenure)

Ongoing Benefits

Exhibit 2.3

SECURITY AGREEMENT

by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Secured Party

and

CareCloud Holdings, Inc,
CareCloud, Inc.
and certain additional direct or indirect subsidiaries of CareCloud, Inc. from time to time party hereto,
as Grantors

Table of Contents

Schedules

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”) is entered into as of August 22, 2025, by and among CARECLOUD HOLDINGS, INC, a Delaware corporation (“Issuer”) CARECLOUD ACQUISITION, CORP., a Delaware corporation (“CareCloud Acquisition”), CARECLOUD, INC., a Delaware corporation (“Parent”), CARECLOUD PRACTICE MANAGEMENT, CORP., a Delaware corporation “Practice Management”), CARECLOUD HEALTH, INC. a Delaware corporation (“CareCloud Health”), MEDSR, INC., a Delaware corporation (“MEDSR”), MERIDIAN MEDICAL MANAGEMENT, INC. a Delaware corporation (“Meridian”, and together with CareCloud Acquisition, Parent, Practice Management, CareCloud Health, MEDSR any entity that may hereafter become party to the Deferred Payment Agreement as a Guarantor, individually, a “Guarantor” and collectively, “Guarantors,” and together with Issuer, individually, a “Grantor” and collectively, “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Secured Party”).

W I T N E S S E T H:

WHEREAS, Secured Party has agreed with CareCloud Holdings, Inc, a Delaware corporation (“Issuer”) to accept the “Deferred Payment Amount” (as defined in the below-described Deferred Payment Agreement) in lieu of immediate payment in consideration of releasing its liens on certain assets of Medsphere Systems Corporation (so that such assets may be transferred by Medsphere Systems Corporation to the Issuer) pursuant to the terms and conditions of the Deferred Payment Agreement, dated of even date herewith, by and among Lender, Issuer and Guarantors (the “Deferred Payment Agreement”); and

WHEREAS, in order to induce Secured Party to enter into the Deferred Payment Agreement and to accept the Deferred Payment Amount as set forth therein, each Grantor has agreed to (a) in the case of Grantors other than Issuer, guaranty the Obligations of Issuer under the Deferred Payment Agreement, and (b) grant to Secured Party a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of the Secured Obligations; and

WHEREAS, as a result of its relationship with the other Grantors, each Grantor will receive substantial benefits from transfer of the assets of Medsphere Systems Corporation to Issuer which could not occur but for the agreement of Lender to accept the Deferred Payment Agreement in lieu of cash payment for such assets on the date hereof;

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:

“Agreement” means this Security Agreement.

“Collateral” has the meaning set forth in Section 2.

“Copyright Security Agreement” means each Copyright Security Agreement between any Grantor and Secured Party.

“Copyrights” means any and all rights in any works of authorship, including (a) copyrights and moral rights, (b) copyright registrations and recordings thereof and all applications in connection therewith, (c) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (d) the right to sue for past, present, and future infringements thereof, and (e) all of each Grantor’s rights corresponding thereto throughout the world.

“Deferred Payment Agreement” has the meaning set forth in the recitals to this Agreement.

“Excluded Accounts” means deposit accounts that are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s employees.

“Excluded Property” means:

(a) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained, provided, that, (i) the foregoing exclusions of this clause (a) shall in no way be construed (A) to apply to the extent that any such prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (B) to apply to the extent that any consent or waiver has been obtained that would permit Secured Party’s security interest to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (ii) the exclusions in this clause (a) shall in no way be construed to limit, impair, or otherwise affect the continuing security interests of Secured Party upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests;

(b) Equity Interests in Foreign Pledged Companies consisting of more than sixty-five percent (65.0%) of the outstanding Equity Interests in such Foreign Pledged Companies which Equity Interests entitle the holder thereof to vote for directors or any other matter;

(c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable Federal law; provided, that, upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a), such intent-to-use trademark application shall cease to be Excluded Property and shall be considered Collateral; and

(d) Excluded Accounts.

“Foreign Pledged Company” means any Pledged Company that is not organized under the laws of the United States or any state or territory thereof or the District of Columbia.

“Grantor” and “Grantors” have the respective meanings set forth in the preamble to this Agreement.

“Guarantor” means each Grantor other than Issuer.

“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade names, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, advertising matter, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

“Intellectual Property Licenses” means, with respect to any Person (as used in this definition, the “Specified Party”), (a) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (b) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (i) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), and (ii) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of Secured Party’s rights under the Deferred Payment Documents.

“Investment Property” means (a) any and all investment property (as that term is defined in the UCC), and (b) any and all of Pledged Interests and rights under Pledged Operating Agreements (regardless of whether classified as investment property under the UCC).

“Issuer” has the meaning set forth in the preamble to this Agreement.

“Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents.

“Patent Security Agreement” means each Patent Security Agreement between any Grantor and Secured Party.

“Patents” means patents and patent applications, including (a) the patents and patent applications from time to time registered to any Grantor, (b) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (c) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (d) the right to sue for past, present, and future infringements thereof, and (e) all of each Grantor’s rights corresponding thereto throughout the world.

“Pledged Company” means each Person all or a portion of whose Equity Interests are owned by a Grantor on the Closing Date or acquired or otherwise owned by a Grantor after the Closing Date.

“Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by such Grantor, regardless of class or designation, including in each Pledged Company, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

“Pledged Interests Addendum” means a Pledged Interests Addendum in form and substance reasonably satisfactory to Secured Party supplementing this Agreement to confirm the pledge of additional Equity Interests hereunder.

“Pledged Operating Agreements” means the limited liability company operating agreements of each Pledged Company that is a limited liability company and the partnership agreements of each Pledged Company that is a partnership.

“Secured Obligations” means each and all of the following: (a) the Obligations now or hereafter existing, whether for principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), fees, Lender Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise, and (b) any and all expenses (including reasonable counsel fees and expenses) incurred by Secured Party in enforcing any rights under any Deferred Payment Document. Without limiting the generality of the foregoing, Secured Obligations shall include all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to Secured Party but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Grantor or any other Person.

“Secured Party” means Wells Fargo Bank, National Association.

“Threshold Amount” means $250,000.

“Trademark Security Agreement” means each Trademark Security Agreement between any Grantor and Secured Party.

“Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (a) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications from time to time owned by any Grantor, (b) all renewals thereof, (c) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (d) the right to sue for past, present and future infringements and dilutions thereof, (e) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (f) all of each Grantor’s rights corresponding thereto throughout the world.

“UCC” means the New York Uniform Commercial Code, as in effect from time to time; provided, that, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

1.2 Construction. Capitalized terms used but not otherwise defined herein (including in the preamble and recitals hereof) that are defined in the Deferred Payment Agreement shall have the meanings given to them in the Deferred Payment Agreement. Unless otherwise defined herein or in the Deferred Payment Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. The rules of interpretation specified in the Deferred Payment Agreement (including Sections 1.2, 1.3, 1.4, 1.5 and 1.6 thereof) shall be applicable to this Agreement. All references in this Agreement to Sections are references to Sections of this Agreement unless otherwise specified. For purposes of this Agreement, except as may otherwise be specifically provided for herein, any reference to any document or Collateral being delivered “promptly” or action taken “promptly” shall mean as soon as possible, but in any event within five Business Days after the applicable event or request.

1.3 Schedules. Secured Party and each Grantor agree that the schedules hereto and all descriptions of Collateral contained in such schedules and all amendments and supplements thereto are and shall at all times remain a part of this Agreement.

1.4 Relation to Other Deferred Payment Documents. In the event of any conflict between any provision in this Agreement and a provision in the Deferred Payment Agreement, such provision of the Deferred Payment Agreement shall control. The provisions of the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Secured Party hereunder. In the event of any conflict between any provision in this Agreement and a provision in any Copyright Security Agreement, Trademark Security Agreement, or the Patent Security Agreement, such provision of this Agreement shall control.

2.1 Grant of Security Interest. Each Grantor hereby unconditionally grants, assigns as collateral, and pledges to Secured Party to secure the Secured Obligations a continuing security interest in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”)]:

(a) all accounts;

(b) all goods, including equipment, inventory and fixtures;

(c) all chattel paper;

(d) all commercial tort claims;

(e) all deposit accounts and securities accounts;

(f) all general intangibles, including payment intangibles, Intellectual Property, and Intellectual Property Licenses;

(g) all Investment Property;

(h) all Negotiable Collateral;

(i) all supporting obligations;

(j) all books and records;

(k) all of money or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Secured Party (or its designee); and

(l) all proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or commercial tort claims.

2.2 Grantors Remain Liable. Notwithstanding anything to the contrary contained herein, (a) each Grantor shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Secured Party shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default exists, except as otherwise provided in any Deferred Payment Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting their respective businesses in the ordinary course, subject to and upon the terms of the Deferred Payment Documents. Without limiting the generality of the foregoing, the record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) an Event of Default exists and (ii) Secured Party has notified any Grantor of Secured Party’s election to exercise such rights with respect to the Pledged Interests.

Each Grantor represents and warrants to Secured Party the following:

3.1 Chief Executive Office; Name; Jurisdiction of Organization, Etc. The name (within the meaning of Section 9-503 of the UCC), jurisdiction of organization and chief executive office of each Grantor is as set forth on Schedule 1. Promptly following the request of Secured Party from time to time, Grantors shall provide to Lender a schedule of each Grantor’s tax identification numbers and organizational identification numbers, if any.

3.2 Commercial Tort Claims. As of the Closing Date, no Grantor holds any commercial tort claims that exceed $250,000 individually or in the aggregate.

3.3 Deposit Accounts; Securities Accounts. Promptly following the request of Secured Party, Grantors shall provide Secured Party with a schedule listing all of the deposit accounts and securities accounts of each Grantor, including, with respect to each bank or securities intermediary (a) the name and address of such Person, (b) the account numbers of the deposit accounts or securities accounts maintained with such Person and (c) the purpose or nature of the deposit account or securities account.

3.4 Real Property. No Grantor owns any fee interests in Real Property as of the Closing Date.

3.5 Intellectual Property.

(a) Promptly following the request of Secured Party, Grantor shall provide Secured Party with a true and complete list of: (i) all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned or used by any Grantor and material to the conduct of the business of any Grantor, (ii) all Intellectual Property Licenses to which any Grantor is a party, (iii) all Patents owned or used by any Grantor and all applications for Patents owned by any Grantor, and (iv) all registered Trademarks owned by any Grantor, all applications for registration of Trademarks owned by any Grantor, and all other Trademarks owned or used by any Grantor and material to the conduct of the business of any Grantor.

(b) Each Grantor owns exclusively or holds licenses in all Intellectual Property that are necessary in or material to the conduct of its business.

(c) To each Grantor’s knowledge, in each case except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (i) no Person has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor (ii) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, (iii) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, and (iv) there are no infringement or misappropriation claims or proceedings pending, or to any Grantor’s knowledge, threatened in writing against any Grantor, and no Grantor has received any written notice or other communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person.

(d) To each Grantor’s knowledge, all registered Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary in or material to the conduct of its business are valid, subsisting and enforceable and in compliance with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect.

3.6 Valid and Perfected Security Interest. This Agreement creates legal and valid security interests in all of the Collateral in favor of Secured Party, and such security interests constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against each Grantor and having priority over all other Liens on the Collateral, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases, subject only to the filing of appropriate financing statements in the jurisdictions listed on Schedule 1 and in the case of registered Copyrights upon the filing of any Copyright Security Agreement with the United States Copyright Office, in the case of registered Patents, the filing of any Patent Security Agreement and in the case of registered Trademarks, any Trademark Security Agreement with the United States Patent and Trademark Office, except for Liens (a) in respect of motor vehicles that are subject to a certificate of title, (b) letter-of-credit rights (other than supporting obligations), (c) commercial tort claims (other than those that, by the terms of any Deferred Payment Document, are required to be perfected), and (d) any deposit accounts and securities accounts not subject to a Control Agreement as permitted by any Deferred Payment Document. All action by any Grantor necessary to protect and perfect such security interest on each item of Collateral has been taken, except as expressly set forth above.

3.7 Pledged Interests.

(a) Promptly following any request therefor by Secured Party, Grantors shall provide Secured Party with a listing of all Pledged Interests of Grantors in each Pledged Company (and, if requested by Secured Party, a Pledged Interests Addendum with respect thereto). All of the Pledged Interests are, and shall be, duly authorized, validly issued, fully paid and nonassessable. All Subsidiaries of Parent as of the Closing Date are directly or indirectly wholly-owned by Parent. Each Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Secured Party as provided herein.

(b) In the event that the Secured Obligations are not paid in full within 90 days following the Closing Date (or such later date as may be agreed to in writing by Secured Party in its sole discretion), each Grantor shall (on or before such date) deliver to and deposit with Secured Party all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Secured Party) endorsed in blank with respect to such certificates (and, in the case of corporations, to the extent such Pledged Interests are not represented by certificates, shall promptly cause such Pledged Interests to be represented by certificates if requested by Secured Party). None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

(c) The Pledged Interests issued pursuant to any Pledged Operating Agreement (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) do not constitute investment company securities, and (iii) are not held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement, provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

3.8 Locations of Inventory and Equipment. Promptly following the request of Secured Party, Grantors shall provide a listing of the locations of all inventory and equipment of each Grantor.

3.9 No Conflicts; Consents. No consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a security interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Secured Party of the voting or other rights provided for in this Agreement with respect to the Investment Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Property by laws affecting the offering and sale of securities generally and except for consents, approvals, authorizations, or other orders or actions that have been obtained or given (as applicable) and that are still in force. No Intellectual Property License of any Grantor that is necessary in or material to the conduct of such Grantor’s business requires any consent of any other Person that has not been obtained in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to such Intellectual Property License.

Each Grantor covenants and agrees with Secured Party that:

4.1 Possession of Collateral. In the event that any Collateral is evidenced by or consists of Negotiable Collateral, Investment Property, or chattel paper having an aggregate value or face amount of $250,000 or more for all such Negotiable Collateral, Investment Property, or chattel paper, and the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion) Grantors shall (on or before such date) promptly notify Secured Party thereof, and if and to the extent that possession thereof for purposes of the perfection or priority of the security interest of Secured Party is necessary or desirable, the applicable Grantor shall execute such other documents and instruments as shall be requested by Secured Party or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Property, or chattel paper to Secured Party, together with such undated powers (or other relevant document of transfer acceptable to Secured Party) endorsed in blank promptly after the request of Secured Party and shall do such other acts or things deemed necessary or desirable by Secured Party to protect the security interest of Secured Party therein.

4.2 Chattel Paper. In the event that the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion), each Grantor shall (on or before such date) take all steps reasonably necessary to grant Secured Party control of all electronic chattel paper in accordance with the UCC and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the Federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic chattel paper equals or exceeds the Threshold Amount promptly after the request of Secured Party. If any Grantor retains possession of any chattel paper or instruments (to the extent permitted hereunder), promptly upon the request of Secured Party, such chattel paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Wells Fargo Bank, National Association”.

4.3 Control Agreements. In the event that the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion), each Grantor shall (on or before such date) obtain an authenticated Control Agreement from each depository bank maintaining a deposit account for such Grantor to the extent required under the Deferred Payment Agreement and from each issuer of uncertificated securities, securities intermediary or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor or maintaining a securities account for such Grantor, except as Secured Party may otherwise expressly agree in writing.

4.4 Letter-of-Credit Rights. In the event that the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion), if a Grantor is or becomes the beneficiary of letters of credit having a face amount or value in the amount of the Threshold Amount or more in the aggregate, then such Grantor shall (on or before such date with respect to letters of credit in existence on or before such date, and promptly after becoming a beneficiary with respect to letters of credit arising after such date), notify Secured Party thereof and, promptly after the request of Secured Party, deliver a tri-party agreement executed and delivered by such Grantor, the issuer or confirming bank with respect to letter-of-credit rights and Secured Party, assigning such letter-of-credit rights to Secured Party and directing all payments thereunder to Secured Party’s account, all in form and substance reasonably satisfactory to Secured Party.

4.5 Commercial Tort Claims. If a Grantor obtains commercial tort claims having a value, or involving an asserted claim, in the amount of the Threshold Amount or more in the aggregate for all commercial tort claims, then such Grantor shall promptly after obtaining such commercial tort claim, notify Secured Party upon incurring or otherwise obtaining such commercial tort claims and, promptly after the request of Secured Party, issue a supplement to this Agreement in form reasonably satisfactory to Secured Party to describe such commercial tort claims in a manner that reasonably identifies such commercial tort claims and which is otherwise reasonably satisfactory to Secured Party, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such commercial tort claims, and agrees to take such other actions deemed necessary or desirable by Secured Party to give Secured Party a first priority, perfected security interest in any such commercial tort claim.

4.6 Intellectual Property.

(a) Each Grantor shall execute and deliver to Secured Party one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements with respect to the Patents, Trademarks, Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby promptly after the request of Secured Party, including with respect to any such Intellectual Property acquired after the Closing Date.

(b) Each Grantor shall, except as otherwise expressly permitted under the Deferred Payment Agreement, (i) take all reasonable and necessary action to preserve and maintain all of such Grantor’s Intellectual Property and Intellectual Property Licenses that are necessary in or material to such Grantor’s business, including (A) the payment of all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (B) the diligent enforcement and defense thereof (including suing for infringement, misappropriation, or dilution against conflicting Intellectual Property rights of any Person) and (ii) not abandon any Intellectual Property or Intellectual Property License that is necessary in or material to such Grantor’s business.

(c) Secured Party shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor and Secured Party shall not be under any obligation to take any steps necessary to preserve rights in Intellectual Property or Intellectual Property Licenses against any other Person, but Secured Party may do so at its option at any time an Event of Default exists, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be Lender Expenses.

(d) No Grantor shall enter into any Intellectual Property License material to the conduct of the business to receive any license or rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to Secured Party (and any transferees of Secured Party).

4.7 Investment Property.

(a) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly after acquiring or obtaining such Collateral deliver to Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests.

(b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor shall not, without the prior written consent of Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Secured Party or the value of the Pledged Interests. Each Grantor agrees that it will cooperate with Secured Party in obtaining all necessary approvals and making all necessary filings under Federal, State, local, or foreign law to effect the perfection of the security interest of Secured Party in the Investment Property or to effect any sale or transfer thereof.

(c) The Pledged Interests issued pursuant to any Pledged Operating Agreement, (i) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (ii) do not and will not constitute investment company securities, and (iii) are not and will not be held by such Grantor in a securities account. None of the Pledged Operating Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

4.8 Real Property; Fixtures. In the event that the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion), upon the acquisition of any fee interest in Real Property by a Grantor having a fair market value in excess of $250,000 such Grantor will (on or before such date with respect to Real Property owned on such date, promptly after the acquisition of such Real Property with respect to future acquired Real Property) notify Secured Party of the acquisition of it and will grant to Secured Party a first priority mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Secured Party, in connection with the grant of such mortgage as Secured Party shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorney’s fees and expenses) incurred in connection therewith. Notwithstanding anything to the contrary contained herein, Secured Party shall not accept a Lien on Real Property from any Grantor unless Secured Party has completed its flood insurance due diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by applicable laws or as otherwise satisfactory to such Secured Party.

4.9 Name, Etc. Each Grantor shall provide Secured Party not less than 10 days’ prior written notice of any change in (a) its corporate name, (b) the location of its chief executive office or its principal place of business, (c) its identity or type of organization or corporate structure, (d) its Federal taxpayer identification number or organizational identification number or (e) its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction), provided, that, (i) each Grantor shall take all action reasonably satisfactory to Secured Party to maintain the perfection and priority of the security interest of Secured Party, (ii) such Grantor promptly provides Secured Party with certified Governing Documents reflecting any of the changes described in the preceding sentence and (iii) in no event shall any Grantor enter into any merger or similar transaction that would result in the organization of such Grantor in, or shall any Grantor reorganize or otherwise become incorporated or organized under the laws of, any jurisdiction outside of the United States.

4.10 Account Verification. Each Grantor shall permit Secured Party, in Secured Party’s name or in the name of a nominee of Secured Party, to verify the validity, amount or any other matter relating to any account or payment intangible, by mail, telephone, facsimile transmission or otherwise and, promptly upon the request of Secured Party, each Grantor shall send requests for verification of accounts and payment intangibles or send notices of assignment of accounts and payment intangibles to account debtors and other obligors.

4.11 Insurance. Each Grantor will, at its expense, maintain insurance with respect to all of its assets covering liabilities, losses or damages and in amounts as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated with financially sound and reputable insurance companies acceptable to Secured Party and in any event, in amount, adequacy, and scope reasonably satisfactory to Secured Party. In the event that the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion), on or before such date all property insurance policies are to be made payable to Secured Party, as its interests may appear, in case of loss, pursuant to a standard lender’s loss payable endorsement with a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as Secured Party may reasonably require. In the event that the Secured Obligations have not been paid in full within 90 days of the Closing Date (or such later date as Secured Party may agree in its sole discretion), all certificates of property and general liability insurance are to be delivered to Secured Party on or before such date, with the lender’s loss payable and additional insured endorsements in favor of Secured Party and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Secured Party of the exercise of any right of cancellation. If any Grantor fails to maintain such insurance, Secured Party may arrange for such insurance, but at the expense of Grantors and without any responsibility for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. At any time an Event of Default exists, Secured Party shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. If at any time the area in which any Real Property that is subject to a Lien is located in a “flood hazard area” as designated by the appropriate Governmental Authority, the Grantor that is the owner of it shall obtain flood insurance in such amount and on terms that are satisfactory to Secured Party and otherwise comply with the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 and all related laws, rules and regulations, including any amendment or successor provisions.

5.1 General. Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that Secured Party may reasonably request, in order to create, perfect or protect the security interest of Secured Party granted (or purported to be granted) in any Deferred Payment Document or to enable Secured Party to exercise and enforce its rights and remedies with respect to any of the Collateral.

5.2 Authorization to File Financing Statements, Etc. Each Grantor authorizes Secured Party at any time and from time to time to file, transmit, or communicate, as applicable, financing or continuation statements, or amendments thereto, (a) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (b) describing the Collateral as being of equal or lesser scope or with greater detail, or (c) that contain any information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance. Each Grantor (i) will promptly execute and deliver to Secured Party such other instruments or notices, as Secured Party may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted hereby, (ii) ratifies any and all financing statements or amendments previously filed by Secured Party with respect to the Collateral in any jurisdiction and (iii) acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with any Deferred Payment Document without the prior written consent of Secured Party, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

5.3 Secured Party May Perform; Secured Party’s Duties. If any Grantor fails to perform any agreement contained herein, Secured Party may itself perform, or cause performance of, such agreement, and the reasonable expenses of Secured Party incurred in connection therewith shall constitute Secured Obligations and be payable, jointly and severally, by Grantors. The powers conferred on Secured Party hereunder are solely to protect Secured Party’s interest in the Collateral, and shall not impose any duty upon Secured Party to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Secured Party accords its own property.

6.1 General. At any time an Event of Default exists, Secured Party may exercise all of the rights and remedies of a secured party under the UCC or any other applicable law in respect of the Collateral upon a default, in addition to other rights and remedies provided for in the Deferred Payment Documents or otherwise available to it. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), Secured Party may take immediate possession of all or any portion of the Collateral and (a) require each Grantor to, and each Grantor hereby agrees that it will at its own expense and upon the request of Secured Party promptly, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at one or more locations where such Grantor regularly maintains inventory, and (b) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Secured Party’s offices or elsewhere, for cash, on credit, and upon such other terms as Secured Party may deem commercially reasonable. Each Grantor agrees that, to the extent notification of sale shall be required by law, at least 10 days notification by mail to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notification shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. Secured Party shall not be obligated to make any sale of Collateral regardless of notification of sale having been given. Secured Party may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (i) the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and (ii) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least 10 days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the UCC. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

6.2 License for Intellectual Property. Secured Party is hereby granted a license or other right to use at any time an Event of Default exists, without liability for royalties or any other charges, each Grantor’s Intellectual Property, whether owned by any Grantor or with respect to which any Grantor has rights under any license, sublicense, or other agreement (including any Intellectual Property License) in preparing for sale, advertising for sale, selling or otherwise dealing with any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Secured Party for such purposes.

6.3 Deposit Accounts and Securities Accounts. Secured Party may, in addition to other rights and remedies provided for in the Deferred Payment Documents or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), (a) with respect to any Grantor’s deposit accounts, at any time an Event of Default exists instruct the bank maintaining such deposit account for such Grantor to pay the balance of such deposit account to or for the benefit of Secured Party, and (b) with respect to any Grantor’s securities accounts, at any time an Event of Default exists instruct the securities intermediary maintaining such securities account for such Grantor to (i) transfer any cash in such securities account to or for the benefit of Secured Party, or (ii) liquidate any financial assets in such securities account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Secured Party.

6.4 Investment Property. At any time an Event of Default exists, promptly upon the request of Secured Party, all sums of money and property paid or distributed in respect of any Investment Property that are received by any Grantor shall be held by such Grantor in trust for the benefit of Secured Party segregated from such Grantor’s other property, and such Grantor shall promptly deliver it to Secured Party in the form received.

6.5 Deficiency. Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Deferred Payment Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

6.6 Possession; Receiver. Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that, if an Event of Default exists, Secured Party shall have the right (a) to an immediate writ of possession without notice of a hearing and (b) to the appointment of a receiver, ex parte without notice, for a Grantor or all or any portion of the Collateral (to which appointment each Grantor consents) without the necessity of posting a bond or other form of security (which each Grantor waives).

6.7 Secured Party’s Right to Perform Contracts, Exercise Rights, Etc. At any time an Event of Default exists, Secured Party (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of Secured Party’s rights hereunder, including the right to prepare for sale and sell any and all inventory and equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) shall have the right to request that any Equity Interests that are pledged hereunder be registered in the name of Secured Party or any of its nominees.

6.8 Secured Party Appointed Attorney-in-Fact.

(a) Each Grantor hereby irrevocably appoints Secured Party its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default exists, to take any action and to execute any instrument which Secured Party may, in its Permitted Discretion, deem necessary or advisable to accomplish the purposes of this Agreement, including:

(i) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the accounts or any other Collateral of such Grantor;

(ii) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to such address as Secured Party may specify for such purpose;

(iii) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or chattel paper;

(iv) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Secured Party with respect to any of the Collateral;

(v) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any account of such Grantor;

(vi) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, in preparing for sale, advertising for sale, or selling inventory or other Collateral and to collect any amounts due under accounts, contracts or Negotiable Collateral of such Grantor; and

(vii) to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses (at its election, but without any obligation to do so).

(b) If Secured Party shall commence any such suit, each Grantor shall, at the request of Secured Party, take any and all lawful acts and execute and deliver any and all documents reasonably required by Secured Party in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable.

6.9 Voting and Other Rights in Respect of Pledged Interests. At any time an Event of Default exists, (a) Secured Party may, at its option, and in addition to all rights and remedies available to Secured Party under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Secured Party obligated by the terms of this Agreement to exercise such rights, and (b) if Secured Party elects to exercise its right to vote any of such Pledged Interests, each Grantor hereby appoints Secured Party such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable.

6.10 Disposition of Pledged Interests by Secured Party. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various Federal or State securities laws of the United States and disposition thereof at any time an Event of Default exists may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Secured Party may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to Federal and State securities laws and sold on the open market. Each Grantor agrees that: (a) if Secured Party shall sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Secured Party shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Secured Party has handled the disposition in a commercially reasonable manner.

6.11 Collection of Accounts, General Intangibles and Negotiable Collateral. At any time an Event of Default exists, Secured Party or Secured Party’s designee may (a) notify account debtors of any Grantor that the accounts, general intangibles, chattel paper or Negotiable Collateral of such Grantor have been assigned to Secured Party, or that Secured Party has a security interest therein, and (b) collect the accounts, general intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of the Secured Obligations.

6.12 Remedies Cumulative. Each right, power, and remedy of Secured Party as provided for in the Deferred Payment Documents now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in the Deferred Payment Documents now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Secured Party, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Secured Party of any or all such other rights, powers, or remedies.

6.13 Marshaling. Secured Party shall not be required to marshal any present or future collateral security (including the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Secured Party’s rights and remedies under any Deferred Payment Document, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

6.14 Expenses. Grantors shall, upon demand, pay to Secured Party (or Secured Party, may charge to the Deferred Payment Account) all reasonable Lender Expenses which Secured Party may incur in connection with (a) the administration of this Agreement, (b) the custody, preservation, use or operation of, or, at any time an Event of Default exists, the sale of, collection from, or other realization upon, any of the Collateral, (c) the exercise or enforcement of any of the rights of Secured Party under any Deferred Payment Document or applicable law or (d) the failure by any Grantor to perform or observe any of the provisions of any Deferred Payment Document.

7.1 Continuing Security Interest; No Waiver. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until payment in full of the Secured Obligations , (b) be binding upon each Grantor, and its successors and assigns, and (c) inure to the benefit of, and be enforceable by, Secured Party, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), Secured Party may, in accordance with the provisions of the Deferred Payment Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Deferred Payment Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein or otherwise. After the payment in full of all Obligations, and the receipt by Secured Party of a general release of all claims against Secured Party and its Affiliates by each Grantor relating to the Deferred Payment Documents, Secured Party will, at the expense of each Grantor, execute and deliver any termination statements and lien releases (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, notices of the Liens of Secured Party previously filed by Secured Party. No transfer or renewal, extension, assignment, or termination of any Deferred Payment Document, or any other instrument or document executed and delivered by any Grantor to Secured Party nor any loans made by Secured Party to a Grantor, nor the taking of further security, nor the retaking or re-delivery of the Collateral to any Grantor by Secured Party, nor any other act of Secured Party shall release any Grantor from any obligation, except a release or discharge executed in writing by Secured Party in accordance with the provisions of the Deferred Payment Agreement. Secured Party shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Secured Party and then only to the extent therein set forth. A waiver by Secured Party of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Secured Party would otherwise have had on any other occasion.

7.2 Reinstatement. Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time annulled, avoided, set, aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Secured Party under any bankruptcy law, Federal or State law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing any Secured Obligations shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing any Secured Obligations shall have been released or terminated or (b) any provision of this Agreement or the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

8.1 GOVERNING LAW. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

8.2 FORUM NON CONVENIENS. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT SECURED PARTY’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SECURED PARTY ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND SECURED PARTY WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

8.3 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR AND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH GRANTOR AND SECURED PARTY REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.4 SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

8.5 WAIVER OF CLAIMS. NO CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY OTHER PARTY OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND EACH EACH PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

9.1 Survival. All representations and warranties made by a Grantor in this Agreement and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by Secured Party and shall survive the execution and delivery of this Agreement and the acceptance of the Deferred Payment Amount and/or the making of any loans or other extension of credit, regardless of any investigation made by Secured Party or on its behalf and notwithstanding that Secured Party may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until payment in full of the Secured Obligations.

9.2 Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER DEFERRED PAYMENT DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS AMONG THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor from the terms hereof, shall in any event be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Secured Party and each Grantor to which such amendment applies. This Agreement is a Deferred Payment Document.

9.3 Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Secured Party at its address specified in the Deferred Payment Agreement, and to any Grantor at its addresses specified in the Deferred Payment Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties.

9.4 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

9.5 Effectiveness; Severability; Section Headings. This Agreement shall be binding and deemed effective when executed by any Grantor as to such Grantor (whether or any executed by any other Grantor) whose signature is provided for on the signature pages hereof and Secured Party. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

Schedule 1

 
Chief Executive Office, Jurisdiction of Organization, Etc.

Exhibit 2.4

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 22 day of August, 2025, by and among CARECLOUD HOLDINGS, INC, a Delaware corporation (“Issuer”), CARECLOUD HEALTH, INC., a Delaware corporation (“CCH”, and together with Issuer, collectively, “Grantors” and each, a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Deferred Payment Agreement, dated as of August 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”), by and among Issuer, CareCloud, Inc., a Delaware corporation (“Parent”, and together with the Subsidiaries of Parent, including CCH, that are or may hereafter become party to the Agreement as a Guarantor, individually, a “Guarantor” and collectively, “Guarantors”), and Lender, Lender has agreed to accept the Deferred Payment Amount (as defined in the Agreement) from Issuer pursuant to the terms and conditions thereof;

WHEREAS, in order to induce Lender to enter into the Deferred Payment Agreement and to accept the Deferred Payment Amount as set forth therein, Grantors have executed and delivered to Lender that certain Security Agreement, dated as of August 22, 2025 (including all schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Lender this Patent Security Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Agreement, and this Patent Security Agreement shall be subject to the rules of construction set forth in Section 1.2 of the Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Lender, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”):

(a) all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I;

(b) all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and (c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent or any Patent exclusively licensed under any Intellectual Property License, including the right to receive damages, or right to receive license fees, royalties, and other compensation under any Patent Intellectual Property License.

3. SECURITY FOR SECURED OBLIGATIONS. This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Lender, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to Lender pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Lender with respect to the Security Interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Patent Security Agreement and the Security Agreement, the Security Agreement shall control.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patent application or issued patent or become entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security Agreement shall automatically apply thereto. Such Grantor shall give prompt notice in writing to Lender with respect to any such new patent rights. Without limiting each Grantor’s obligations under this Section, each Grantor hereby authorizes Lender unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of such Grantor. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Lender’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Patent Security Agreement is a Deferred Payment Document. This Patent Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement. Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Patent Security Agreement. Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement.

7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS PATENT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 8 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.

SCHEDULE I

to

PATENT SECURITY AGREEMENT

Patents

Patent Licenses

None.

Exhibit 2.5

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 22 day of August, 2025, by and between CARECLOUD HOLDINGS, INC, a Delaware corporation (“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Deferred Payment Agreement, dated as of August 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”), by and among Grantor, as “Issuer” thereunder, CareCloud, Inc., a Delaware corporation (“Parent”, and together with the Subsidiaries of Parent that are or may hereafter become party to the Agreement as a Guarantor, individually, a “Guarantor” and collectively, “Guarantors”), and Lender, Lender has agreed to accept the Deferred Payment Amount (as defined in the Agreement) from Issuer pursuant to the terms and conditions thereof;

WHEREAS, in order to induce Lender to enter into the Deferred Payment Agreement and to accept the Deferred Payment Amount as set forth therein, Grantors have executed and delivered to Lender that certain Security Agreement, dated as of August 22, 2025 (including all schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantor is required to execute and deliver to Lender this Copyright Security Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1.2 of the Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Grantor hereby unconditionally grants, assigns, and pledges to Lender, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a) all of Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it is a party including those referred to on Schedule I;

(b) all renewals or extensions of the foregoing; and (c) all products and proceeds of the foregoing, including any claim by Grantor against third parties for past, present or future infringement of any Copyright or any Copyright exclusively licensed under any Intellectual Property License, including the right to receive damages, or the right to receive license fees, royalties, and other compensation under any Copyright Intellectual Property License.

3. SECURITY FOR SECURED OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantor to Lender, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving Grantor.

4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Lender pursuant to the Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Lender with respect to the Security Interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5. AUTHORIZATION TO SUPPLEMENT. Grantor shall give Lender prior written notice of no less than five (5) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof. Without limiting Grantor’s obligations under this Section, Grantor hereby authorizes Lender unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of Grantor. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Lender’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Copyright Security Agreement is a Deferred Payment Document. This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement. Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 8 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

SCHEDULE I
to
COPYRIGHT SECURITY AGREEMENT

Copyright Registrations

Copyright Licenses

None.

EXHIBIT 2.6

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 22 day of August, 2025, by and among CARECLOUD HOLDINGS, INC, a Delaware corporation (“Issuer”), CARECLOUD, INC., a Delaware corporation (“Parent”), CARECLOUD HEALTH, INC., a Delaware corporation (“CCH”, and together with Issuer and Parent, collectively, “Grantors” and each, a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”). 

W I T N E S S E T H:

WHEREAS, pursuant to that certain Deferred Payment Agreement, dated as of August 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”), by and among Issuer, Parent (together with the Subsidiaries of Parent, including CCH, that are or may hereafter become party to the Agreement as a Guarantor, individually, a “Guarantor” and collectively, “Guarantors”), and Lender, Lender has agreed to accept the Deferred Payment Amount (as defined in the Agreement) from Issuer pursuant to the terms and conditions thereof;

WHEREAS, in order to induce Lender to enter into the Deferred Payment Agreement and to accept the Deferred Payment Amount as set forth therein, Grantors have executed and delivered to Lender that certain Security Agreement, dated as of August 22, 2025 (including all schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Lender this Trademark Security Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1.2 of the Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Lender, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I; (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(c) all products and proceeds (as that term is defined in the UCC) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License.

3. SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Lender, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Lender pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Lender with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Such Grantor shall give prompt notice in writing to Lender with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting each Grantor’s obligations under this Section, each Grantor hereby authorizes Lender unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of such Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Lender’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Trademark Security Agreement is a Deferred Payment Document. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 8 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademarks

Grantor		Mark		Serial Number		Registration Number		Registration Date
CareCloud Holdings, Inc		CAREVUE		87886342		6253956		01/26/2021
CareCloud Holdings, Inc		INSIGHTCS		78756025		3158213		10/17/2006
CareCloud Holdings, Inc		MEDSPHERE		78694818		3759347		03/09/2010
CareCloud Holdings, Inc		OPENVISTA		78333895		2987270		08/23/2005
CareCloud Holdings, Inc		MEDSPHERE		78110109		2887467		09/21/2004
CareCloud Holdings, Inc		<DESIGN>		77081002		3316299		10/23/2007
CareCloud Holdings, Inc		WELLSOFT		77075705		3290162		09/11/2007
CareCloud Holdings, Inc		CHARTLOGIC		76377203		3072384		03/28/2006
CareCloud Holdings, Inc		VUECENTRIC		76334830		2604744		08/06/2002
CareCloud Holdings, Inc		MARKETWARE		78367228		3254706		06/26/2007
CareCloud, Inc.		CARECLOUD		98619574		N/A		N/A
CareCloud, Inc.		CARECLOUD		98619622		N/A		N/A
CareCloud, Inc.		MEDOPTIMA		3174623		76632116		11/21/2006
CareCloud, Inc.		MEDIGAIN INSIGHTS		86910546		5053648		10/04/2016
CareCloud, Inc.		MEDIGAIN		86740556		4959427		05/17/2016
CareCloud, Inc.		MEDIGAIN GAIN INSIGHT. MAXIMIZE PROFIT.		86740642		4959436		05/17/2016
CareCloud Health, Inc.		CARECLOUD		85692867		4316566		04/09/2013
CareCloud Health, Inc.		CARECLOUD		85692849		4316563		04/09/2013

Trademark Licenses

None.

Exhibit 2.7

DEFERRED PAYMENT AGREEMENT

by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Lender

And

CareCloud Holdings, Inc,

as Issuer

CareCloud, Inc. and its Subsidiaries other than Issuer party hereto,

as Guarantors

TABLE OF CONTENTS

TABLE OF CONTENTS

(Continued)

Schedules

DEFERRED PAYMENT AGREEMENT

THIS DEFERRED PAYMENT AGREEMENT is entered into as of August 22, 2025 by and among CareCloud Holdings, Inc, a Delaware corporation (“Issuer”), CareCloud, Inc., a Delaware corporation (“Parent”, and together with the Subsidiaries of Parent that are now or may hereafter become party hereto as a Guarantor, individually, a “Guarantor” and collectively, “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

The parties agree as follows:

1.1. Definitions. As used in this Agreement, the following terms shall have the following definitions:

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that, for purposes of Section 6.10: (a) if any Person owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or equivalent governing body of a Person, then both such Persons shall be Affiliates of each other, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

“Agreement” means this Deferred Payment Agreement.

“Anti-Corruption Laws” means: (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the U.K. Bribery Act 2010, and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which any member of the Loan Party Group is located or doing business.

“Anti-Money Laundering Laws” means applicable laws or regulations in any jurisdiction in which any member of the Loan Party Group is located or doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Applicable Margin” means, as of any date of determination, 12% per annum.

“Bankruptcy Code” means Title 11 of the United States Code.

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Loan Party or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Cash Management Bank” has the meaning set forth in Section 5.9.

“Change in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, (c) [reserved], or (d) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided, that, notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means that: (a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 25%, or more, of the Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the board of directors or equivalent governing body of Parent, or (b) Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party.

“Closing Date” means August 22, 2025.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Person in or upon which a Lien is granted, or is purported to be granted, by such Person to Lender under any of the Deferred Payment Documents.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Lender, executed and delivered by a Loan Party, Lender, and the applicable securities intermediary (with respect to a securities account) or bank (with respect to a deposit account).

“Default Rate” means, for any Obligation (including, to the extent permitted by law, interest not paid when due), two percent plus the interest rate otherwise applicable thereto.

“Deferred Payment Account” has the meaning set forth in Section 2.4(a).

“Deferred Payment Amount” has the meaning ascribed thereto in Section 2.1.

“Deferred Payment Documents” means this Agreement, the Control Agreements, each Security Agreement, each Guaranty, any note or notes executed by Issuer in connection with this Agreement and payable to Lender, any subordination agreement, and any other instrument or agreement entered into, now or in the future, by any Loan Party in connection with this Agreement.

“Dollars” or “$” means United States dollars.

“Equity Interests” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock or partnership, limited liability company or other equity ownership or profit interests or units, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which any Loan Party or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party or any of its Subsidiaries and whose employees are aggregated with the employees of such Loan Party or its Subsidiaries under IRC Section 414(o).

“Event of Default” has the meaning set forth in Section 8.1.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, certificate of formation, by-laws, limited liability company agreement, operating agreement or other organizational or governing documents of such Person.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, county, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantor” means each Person (other than an individual) that at any time guaranties all or any portion of the Obligations.

“Guaranty” means the Guaranty, dated of even date herewith, by each Loan Party in favor of Lender and any other guarantee of the Obligations at any time executed and delivered by a Loan Party in favor of Lender.

“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than financed insurance premiums and trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses), (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), and (g) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (f) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other Federal or State bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment.

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

“Issuer” has the meaning set forth in the preamble to this Agreement.

“Lender” has the meaning set forth in the preamble to this Agreement.

“Lender Expenses” has the meaning set forth in Section 5.12.

“Lender Payment Account” means such account of Lender as Lender may from time to time designate in writing to Issuer as the Lender Payment Account for purposes of the Deferred Payment Documents.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Loan Party” means Issuer or any Guarantor.

“Loan Party Group” means (a) each Loan Party, (b) the parent of each Loan Party, (c) any Affiliate or Subsidiary of any Loan Party, (d) any guarantor of the Obligations, (e) the owner of any collateral securing any part of the Obligations, and (f) any officer, director or agent acting on behalf of any of the parties referred to in items (a) through (e) with respect to the Deferred Payment Documents.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or financial condition of the Loan Parties, taken as a whole, (b) a material impairment of the ability of Loan Parties, as a group, to perform their collective obligations under the Deferred Payment Documents to which they are a party or of Lender’s ability to enforce the Obligations or realize upon the Collateral (other than as a result of an action taken or not taken that is solely in the control of Lender), or (c) a material impairment of the enforceability or priority of the Liens of Lender with respect to all or a material portion of the Collateral.

“Material Amount” means $1,000,000.

“Material Indebtedness” means Indebtedness (other than the Obligations) of a Loan Party in an aggregate principal amount exceeding the Material Amount. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of a Loan Party in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that a Loan Party would be required to pay if such Hedge Agreement were terminated at such time.

“Maturity Date” means February 20, 2026.

“Medsphere “ means Medsphere Systems Corporation, a Delaware corporation.

“Medsphere APA” means that certain Asset Purchase Agreement dated as of the Closing Date by and between Medsphere, as Seller, and Issuer, as Buyer.

“Medsphere APA Documents” means the Medsphere APA and the “Ancillary Documents” as defined therein.

“Obligations” means all debts (including the Deferred Payment Amount), principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities (including all amounts charged to the Deferred Payment Account), obligations, fees, expenses (and any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by any Deferred Payment Document and whether or not for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due, and all other expenses or other amounts that any Loan Party is required to pay or reimburse by the Deferred Payment Documents or by law or otherwise in connection with the Deferred Payment Documents. Without limiting the generality of the foregoing, the Obligations include the obligation to pay (i) the principal of the Deferred Payment Amount, (ii) interest accrued on the Deferred Payment Amount, (iii) Lender Expenses, (iv) fees payable under any Deferred Payment Document, and (v) indemnities and other amounts payable by any Loan Party under any Deferred Payment Document. Any reference in this Agreement or in the Deferred Payment Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations of the Obligations, both prior and subsequent to any Insolvency Proceeding.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as amended).

“Parent” has the meaning set forth in the preamble to this Agreement.

“Permitted Discretion” means a determination made in good faith in the exercise of reasonable (from the perspective of a secured lender) business judgment.

“Permitted Dispositions” means each of the following:

(a) sales, abandonment, or other dispositions of equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of a Loan Party;

(b) sales of inventory to buyers in the ordinary course of business;

(c) the use or transfer of money in a manner that is not prohibited by the terms of any Deferred Payment Document;

(d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

(e) the granting of Permitted Liens;

(f) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

(g) any involuntary loss, damage or destruction of property;

(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;

(i) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement;

(j) the making of Permitted Investments; and

(k) the lapse, abandonment or other disposition of patents, trademarks, copyrights, and other intellectual property rights that are not material and are no longer used or useful in any material respect in the business of a Loan Party and do not appear on and are not otherwise affixed to or incorporated in any inventory or necessary in connection with the books and records of a Loan Party or do not have any material value.

“Permitted Indebtedness” means:

(a) the Obligations;

(b) other unsecured Indebtedness in an aggregate amount not exceeding the Material Amount;

(c) Indebtedness (including under any Capital Lease) arising after the Closing Date to the extent secured by Liens on equipment or Real Property acquired after the Closing Date in an aggregate outstanding principal amount not to exceed the Material Amount at any time; provided, that, (i) such Liens do not apply to any property of a Loan Party other than specific items of equipment or Real Property, (ii) the Indebtedness secured thereby does not exceed the cost of the applicable equipment or Real Property, as the case may be and (iii) as of the date any such Indebtedness is incurred and after giving effect thereto, no Event of Default shall exist;

(d) Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit and unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business;

(e) Indebtedness of a Loan Party in respect of bid, payment and performance bonds, workers’ compensation claims, unemployment insurance, health, disability and other employee benefits or property, casualty or liability insurance, or guarantees of the foregoing types of Indebtedness, in the ordinary course of business and consistent with current practices as of the Closing Date;

(f) the incurrence by any Loan Party of Indebtedness under Hedge Agreements that is incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party’s operations and not for speculative purposes; and

(g) Indebtedness under Capital Leases existing as of the Closing Date, and Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or any cash management or related services.

“Permitted Investments” means each of the following:

(a) Investments of a Loan Party consisting of cash;

(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(c) advances made in connection with purchases of goods or services in the ordinary course of business;

(d) Investments received in settlement of amounts due to any Loan Party effected in the ordinary course of business or owing to any Loan Party as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party;

(e) [reserved];

(f) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims;

(g) deposits of cash made in the ordinary course of business to secure performance of operating leases; and

(h) loans and advances to employees and officers of a Loan Party in the ordinary course of business for any business purpose and in an aggregate amount not to exceed 100% of the Material Amount outstanding at any one time.

“Permitted Liens” means:

(a) Liens granted to, or for the benefit of, Lender to secure the Obligations;

(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet past due, or (ii) do not have priority over the Liens of Lender and the underlying taxes, assessments, or charges or levies are being contested in good faith by appropriate proceedings diligently pursued and available to a Loan Party, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien and with respect to which adequate reserves have been set aside on its books in accordance with GAAP;

(c) judgment Liens in connection with court proceedings that do not constitute an Event of Default; provided, that, (i) such Liens are being contested in good faith by appropriate proceedings diligently pursued and available to a Loan Party, in each case prior to the commencement of foreclosure or other similar proceedings, which proceedings (or orders entered in connection with such proceeding) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor;

(d) [reserved];

(e) the interests of lessors under operating leases and non-exclusive licensors under license agreements;

(f) Liens on equipment and Real Property arising after the Closing Date to secure Indebtedness permitted under clause (c) of the definition of Permitted Indebtedness, whether such Indebtedness is assumed or incurred by a Loan Party;

(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet past due, or (ii) are being contested in good faith by appropriate proceedings diligently pursued and available to a Loan Party, in each case prior to the commencement of foreclosure or other similar proceedings, which proceedings (or orders entered in connection with such proceeding) have the effect of preventing the forfeiture or sale of the property subject to any such Lien and with respect to which adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor;

(h) Liens on cash deposited to secure a Loan Party’s obligations in connection with worker’s compensation or other unemployment insurance, or to secure obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money or Liens on cash deposited to secure its reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business;

(i) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof;

(j) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

(k) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; and

(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Loan Party and the improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located.

“Restricted Payment” means any (a) dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of a Loan Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to the stockholders, partners or members (or the equivalent Person thereof) of a Loan Party, or payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of a Loan Party, or any setting apart of funds or property for any of the foregoing, or (b) the payment by a Loan Party of any management, advisory or consulting fee to any Person or the payment of any extraordinary salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person, to the extent such management advisory or consulting fee or such extraordinary salary, bonus or other form of compensation is not included in the corporate overhead of a Loan Party or is not otherwise provided for in such Person’s existing employment or independent contractor agreement with the Loan Party.

“Sanction” or “Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. State Department, the U.S. Department of Commerce, or through any existing or future Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other Governmental Authority in any jurisdiction in which (i) any member of the Loan Party Group is located or conducts business, (ii) in which any of the proceeds of the Deferred Payment Documents will be used, or (iii) from which repayment of the Deferred Payment Documents will be derived.

“Sanctioned Target” means any target of Sanctions, including: (a) Persons on any list of targets identified or designated pursuant to any Sanctions, (b) Persons, countries, or territories that are the target of any territorial or country-based Sanctions program, (c) Persons that are a target of Sanctions due to their ownership or control by any Sanctioned Target(s), or (d) otherwise a target of Sanctions, including vessels, planes and ships, that are designated under any Sanctions program.

“Security Agreement” means the Security Agreement, dated of even date herewith, by and among each Loan Party and Lender, and any other agreement or instrument at any time executed by a Loan Party or any other Person in connection with this Agreement that is intended to (or purports to) create, perfect or evidence a Lien to secure the Obligations.

“Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts (including reasonably anticipated contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning given those terms and similar terms under applicable laws relating to voidable transfers, fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent) of such corporation, partnership, limited liability company, or other entity.

“Termination Date” means the earliest to occur of (a) the Maturity Date, or (b) the date on which the maturity of the Obligations is accelerated (or deemed accelerated).

“UCC” means the Uniform Commercial Code as in effect in the State of New York and any successor statute, as in effect from time to time (except that terms used herein which are not otherwise defined herein and defined in the Uniform Commercial Code as in effect in the State of New York on the Closing Date shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Lender may otherwise determine).

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.7.

1.2. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

1.3. UCC Terms. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that, to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern.

1.4. Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall” and vice-versa Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, supplemented, extended, renewed, restated or replaced (subject to any restrictions on such amendments, supplements or modifications set forth in any Deferred Payment Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Deferred Payment Document, shall be construed to refer to such Deferred Payment Document in its entirety and not to any particular provision thereof, (d) all references in a Deferred Payment Document to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, the Deferred Payment Document in which such references appear, (e) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Section headings in any Deferred Payment Document are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Deferred Payment Document. Each schedule and exhibit to this Agreement is incorporated by reference herein and is made a part of this Agreement. Any capitalized term used in any schedule or exhibit to this Agreement shall have the meaning assigned to such term herein, unless otherwise defined in such schedule or exhibit. An Event of Default shall exist or continue until such Event of Default is waived in accordance with Section 9.5 in accordance with the terms hereof. Each Loan Party shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Lender under any Deferred Payment Document. Any reference to an obligation of Issuer or a Loan Party or to Issuer or Loan Parties, or to Issuer or any Loan Party, as the case may be, shall mean that Issuer or each Loan Party, as the case may be, is jointly and severally liable with each other Loan Party in respect of such obligation. In connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. Any reference in any Deferred Payment Document to a merger, transfer, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. No provision of any Deferred Payment Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Any reference to an agreement or other matter being “reasonably satisfactory” to Lender shall mean a determination made in the exercise of reasonable judgment from the perspective of a secured asset-based lender. Any reference to expenses of Lender in any Deferred Payment Document shall include all Lender Expenses. Reference to a Loan Party’s “knowledge” or similar concept means actual knowledge of an officer of a Loan Party, or knowledge that an officer of a Loan Party would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter.

1.5. Time References. Unless the context of this Agreement or any other Deferred Payment Document clearly requires otherwise, all references to time of day refer to Los Angeles, California, as in effect in Los Angeles, California on such day. For purposes of the computation of a period of time from a specified date to a later specified date, unless otherwise expressly provided, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided, that, with respect to a computation of fees or interest payable to Lender, such period shall in any event consist of at least one full day.

1.6. Payment in Full. Any reference in any Deferred Payment Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment in full in cash of the principal and accrued and unpaid interest with respect to the Deferred Payment Amount, (b) the payment in full in cash of all fees, charges and expenses that have accrued and are unpaid regardless of whether payment has been demanded or is otherwise due, and (c) the delivery to Lender of cash collateral, or at Lender’s option, a letter of credit payable to Lender issued by a bank acceptable to Lender and in form and substance satisfactory to Lender, in either case in respect of contingent Obligations for which a claim or demand for payment has been made at such time or in respect of matters or circumstances known to Lender at the time, and which are reasonably expected to result in any loss, cost, damage or expense (including attorneys’ fees and legal expenses) to Lender for which Lender would be entitled to indemnification by a Loan Party hereunder.

1.7. Rounding. Any financial ratios required to be maintained by a Loan Party pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.8. Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Deferred Payment Documents, that it and its counsel reviewed and participated in the preparation and negotiation of the Deferred Payment Documents and that ambiguities any rule of construction to the effect that ambiguities are to be resolved against Lender as the drafting party shall not be applicable in the interpretation of the Deferred Payment Documents.

2.1. Deferred Payment. Pursuant to the Medsphere APA, Issuer acquired from Medsphere the “Purchased Assets” as defined therein and in exchange therefor agreed to pay to Medsphere the Closing Payment (as defined therein) and the Second Payment (as defined therein), which Second Payment constitutes the obligation of Issuer to an additional payment in immediately available funds equal to $8,250,000 within six months of the Closing Date. As of the Closing Date immediately prior to the consummation of the Medsphere APA, Lender was a Lender to Medsphere and had a Lien on the Purchased Assets and Lender’s consent was required for the consummation of the transactions contemplated by the Medsphere APA and the release of the Liens granted by Medsphere in favor of Lender was required in order for such transactions to be consummated. As a condition to such consent, as contemplated by Section 2.05 of the Medsphere APA, Medsphere assigned its right to receive such $8,250,000 Second Payment to Lender with the consent of Issuer and Issuer agreed that its obligation to pay such $8,250,000 would be governed by the Deferred Payment Documents. Issuer acknowledges and agrees that it is obligated to pay $8,250,000 to Lender in immediately available funds on or before the Maturity Date as a result of the foregoing, and that the “Deferred Payment Amount” hereunder constitutes the obligation of Issuer to make such Second Payment to Lender. The outstanding principal balance of the Deferred Payment Amount shall be increased from time to time pursuant to the terms hereof in respect of any interest, fees or other amounts that are paid pursuant to the terms hereof by capitalizing such interest, fees or other amounts to the outstanding principal balance of the Deferred Payment Amount (and once any amounts are so capitalized to the outstanding principal balance of the Deferred Payment Amount, such amounts shall constitute a portion of the Deferred Payment Amount for all purposes hereunder, including with respect to the accrual of interest pursuant to the terms hereof).

2.2. Reserved.

2.3. Reserved.

2.4. Payments; Prepayments.

(a) Payments by Issuer. Except as otherwise expressly provided herein, all payments by Issuer shall be made to the Lender Payment Account or such other place as Lender may designate in writing to Issuer from time to time and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Lender later than 1:30 p.m. shall be deemed to have been received (unless (x) Lender receives electronic confirmation of such transfer no later than 1:30 p.m. and actually receives such payment before the Lender’s close of business in Los Angeles, California on such day (in which case it shall be credited on the date received), or (y) Lender, in its discretion, otherwise elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free and clear of (and without deduction for) any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. No Loan Party will fund any repayment of the Deferred Payment Amount with proceeds, or provide as Collateral any property, that is directly or indirectly derived from any transaction or activity that is prohibited by Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, or that could otherwise cause Lender or any other party to any Deferred Payment Document to be in breach of Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws.

(b) Application of Payments. Subject to the other terms and conditions contained herein, Lender shall apply payments received or collected from Issuer or for the account of Issuer (including the monetary proceeds of collections or of realization upon any Collateral) as follows, so long as no Event of Default exists: first, to the payment in full of any fees, indemnities, or expense reimbursements then due to Lender; second, to the payment in full of interest due in respect of the Deferred Payment Amount; third, to the payment in full of principal in respect of the Deferred Payment Amount, whether or not then due; and fourth, to pay or prepay any other Obligations, whether or not then due, in such order and manner as Lender directs. Such payments shall be applied as Lender determines at any time an Event of Default exists, including to be used as cash collateral in respect of such Obligations as Lender may determine, on such terms as Lender may require.

(c) Optional Prepayments. Issuer may prepay the principal of the Deferred Payment Amount at any time in whole or in part (subject to providing the notice required elsewhere in this agreement for prepayments in whole and to the provision of at least two Business Days’ prior notice (or such lesser notice as may be consented to by Lender) for prepayments in part), without premium or penalty.

(d) Mandatory Prepayments.

(i) Dispositions. Within five Business Days of the date of receipt by any Loan Party or any of its Subsidiaries of the cash proceeds of any voluntary or involuntary sale or disposition of assets of any Loan Party or any of its Subsidiaries (including cash proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding cash proceeds from sales or dispositions which qualify as Permitted Dispositions other than Permitted Dispositions described in clauses (g) and (h) of the definition thereof), Issuer shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of such cash proceeds received by such Person in connection with such sales or dispositions. Nothing contained in this Section 2.4(d)(i) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets if such sale or disposition does not constitute a Permitted Disposition.

(ii) Indebtedness. Within one Business Day of the date of incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Issuer shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the cash proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.4(d)(ii) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement.

(iii) Equity. Within three Business Days of the date of the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests, Issuer shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the net cash proceeds (with net cash proceeds deducting only from gross cash proceeds reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Subsidiary in connection with such issuance of Equity Interests) received by any Loan Party or any of its Subsidiaries in connection with such issuance.

(e) Maintenance of Deferred Payment Account. Lender shall maintain an account on its books in the name of Issuer (the “Deferred Payment Account”) evidencing the Obligations, including the Deferred Payment Amount, interest, fees and Lender Expenses. Any such records shall be presumptively correct, absent manifest error, provided, that, the failure to make any such entry or the existence of any error in such records, shall not affect any of the actual Obligations.

(f) Evidence of Debt. Lender may request that Deferred Payment Amount owing to it be evidenced by a promissory note. In such event, Issuer shall execute and deliver to Lender a promissory note payable to the order of Lender (or, if requested by Lender, to Lender and its registered assigns) and in a form approved by Lender. Thereafter, the Deferred Payment Amount evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(g) Charges to Deferred Payment Account. At the election of Lender, all payments of interest, fees, expenses and other amounts due and payable under the Deferred Payment Documents may be charged to the Deferred Payment Account hereunder and treated as an additional portion of the Deferred Payment Amount; provided that (x) regularly scheduled payments of interest and fees will not be so charged to the extent Issuer exercises its option to pay such amounts in cash on or prior to the due date therefor in accordance with the terms of this Agreement in lieu of capitalizing such amounts, and (y) with respect to any such amounts not constituting regularly scheduled payments of interest or fees, Lender shall provide Issuer with 5 Business Days’ advance notice of such amounts together with reasonable supporting documentation and shall not capitalize such amounts to the extent Issuer pays such amounts in immediately available funds within 5 Business Days of such notice. Issuer is hereby irrevocably deemed to request (subject to the proviso set forth above) that Lender, and Lender is hereby authorized at its sole election to, (i) deem to increase the Deferred Payment Amount for each payment of interest, fees, expenses and other amounts as it becomes due and payable under any Deferred Payment Document and agrees that all such amounts charged shall constitute an additional portion of the Deferred Payment Amount, and (ii) make an advance that shall constitute an additional portion of the Deferred Payment Amount to preserve or protect the Collateral, or any portion thereof.

(h) Repayment on Termination Date. Issuer shall make payment in full of the Obligations on the Maturity Date or if earlier, any other Termination Date.

(i) Indemnity for Returned Payments. If after any payment, or proceeds of Collateral, are applied to the payment of any of the Obligations, Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by Lender. Each Loan Party shall be liable to pay to Lender, and does hereby agree to indemnify and hold Lender harmless for, the amount of any payments or proceeds surrendered or returned. This Section shall remain effective notwithstanding any contrary action which may be taken by Lender in reliance upon such payment or proceeds. This Section shall survive the payment in full of the Obligations and the termination of this Agreement.

(j) Crediting Payments. The receipt of any payment item by Lender shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds made to the Lender Payment Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then a Loan Party shall be deemed not to have made such payment. Notwithstanding anything to the contrary contained herein, any payment item shall be deemed received by Lender only if it is received into the Lender Payment Account on a Business Day on or before 1:30 p.m. If any payment item is received into the Lender Payment Account on a non-Business Day or after 1:30 p.m. on a Business Day (unless Lender, in its discretion, elects to credit it on the date received), it shall be deemed to have been received by Lender as of the opening of business on the immediately following Business Day.

2.5. Interest and Fees.

(a) Rates and Payment of Interest.

(i) All Obligations shall bear interest at the Applicable Margin, except Obligations shall bear interest at the Default Rate (whether before or after any judgment) automatically on and after an Event of Default under Section 8.1(d), upon written notice by Lender to Issuer upon an Event of Default under Section 8.1(a), and on and after any other Event of Default that remains in existence for 5 Business Days after written notice from Lender of Lender’s intent to charge the Default Rate by virtue the existence of such Event of Default.

(ii) Interest shall accrue on the Deferred Payment Amount from Closing Date (or with respect to any other Obligation, when such Obligation is incurred or payable, as the case may be), until paid in full by Issuer. Interest accrued on the Deferred Payment Amount shall be due and payable in arrears, on each 30-day anniversary of the Closing Date (by way of example, on the dates that are 30 days after the Closing Date, 60 days after the Closing Date, 90 days after the Closing Date and each subsequent 30-day anniversary of the Closing Date) and in each case, in any event on the Termination Date. Interest due and payable on the Deferred Payment Amount prior to the Maturity Date shall, at the election of Issuer, either be paid in cash in immediately available funds on the due date therefor (which payment in cash shall require that Issuer provide Lender with 2 Business Days’ irrevocable advance notice (or such shorter notice as may be consented to be Lender) that Issuer shall pay such amount in cash, and if such notice if not given (or cash payment shall not be made), shall automatically be paid-in-kind as described below) or shall be paid-in-kind by capitalizing such interest to the outstanding principal balance of the Deferred Payment Amount resulting in an increase to the principal balance of the Deferred Payment Amount on each such date (with the increased principal balance of the Deferred Payment Amount thereafter accruing interest as set forth in Section 2.5(a)(i) above). Interest accrued on any other Obligations shall be due and payable as provided in the Deferred Payment Documents and, if no payment date is specified, shall be due and payable on earlier of next date constituting a date that is a 30-day anniversary of the Closing Date or the Termination Date. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand (and at the election of Lender may be due and payable in immediately available funds when demanded or may be capitalized to the principal balance of the Deferred Payment Amount as set forth above).

(b) Computation of Interest and Fees. Interest and fees calculated on a per annum basis shall be calculated on the basis of a 360 day year and actual days elapsed. Each determination by Lender of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration.

(c) Fees; Expenses. Issuer shall pay to Lender the fees and Lender Expenses in the amounts and at the time specified in Schedule 2.5.

2.6. Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under any Deferred Payment Document, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. If at any time the interest rate set forth in any of the Deferred Payment Documents exceeds the maximum interest rate allowable under applicable law, the interest rate will be deemed to be such maximum interest rate allowable under applicable law.

3.1. Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the execution of this Agreement by each Loan Party and Lender.

3.2. Maturity. The Obligations shall be payable in full on the Maturity Date (unless due and payable earlier in accordance with the terms hereof). For the avoidance of doubt, Lender has no commitment or obligations to make any loans or otherwise extend any credit to Issuer or any other Loan Party hereunder.

3.3. Effect of Maturity. On the Maturity Date, all of the Obligations shall become due and payable without notice or demand and Issuer shall be required to pay in full all of the Obligations. The occurrence of the Maturity Date shall not relieve or discharge any Loan Party of its duties, obligations, or covenants under any Deferred Payment Document and the Liens of Lender in the Collateral shall continue to secure the Obligations and shall remain in effect until payment in full of all Obligations.

3.4. Early Termination by Issuer. Issuer has the option, at any time upon 3 Business Days prior written notice to Lender (or such shorter period as may be agreed by Lender), to make payment in full of all of the Obligations; provided, however, that Issuer may rescind or extend such written notice if the proposed payment in full is to be made with the proceeds of third party Indebtedness or other financing and if the closing for such transaction does not happen on or before the date of the proposed termination set forth in such notice (in which case, Issuer may either extend the notice period or send a new notice for any subsequent termination).

Each Loan Party represents and warrants to Lender the following:

4.1. Due Organization and Qualification. Each Loan Party (a) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (b) is qualified to do business in any State where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to own and operate its assets, to carry on its business as now conducted and as proposed to be conducted, to enter into the Deferred Payment Documents to which it is a party and to carry out the transactions contemplated thereby.

4.2. Due Authorization; No Conflict. The execution, delivery, and performance by each Loan Party of the Deferred Payment Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. The execution, delivery, and performance by each Loan Party of the Deferred Payment Documents to which it is a party do not and will not (a) violate any material provision of Federal, State, or local law or regulation applicable to any Loan Party, the Governing Documents of any Loan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party, (b) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (c) require any approval of any holder of Equity Interests of a Loan Party, other than consents or approvals that have been obtained and that are still in force and effect.

4.3. Binding Obligations; Perfected Liens.

(a) Each Deferred Payment Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b) The Liens of Lender are validly created, perfected and first priority Liens, subject as to priority, only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases, except for Liens in respect of (i) motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that, by the terms of any Deferred Payment Document, are required to be perfected), and (v) any deposit accounts and securities accounts not subject to a Control Agreement as permitted by any Deferred Payment Document, and subject only to the filing of financing statements in the appropriate filing offices.

4.4. Title to Assets; No Encumbrances. Each Loan Party has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of its assets reflected in its most recent financial statements delivered to Lender, in each case except for assets disposed of since the date of such financial statements to the extent permitted by any Deferred Payment Document. All of such assets are free and clear of Liens except for Permitted Liens.

4.5. Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of a Loan Party, threatened in writing against a Loan Party, that (a) relate to any Deferred Payment Document or transaction contemplated thereby or (b) either individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect.

4.6. Compliance with Laws. No Loan Party (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No inventory has been produced in violation of the Fair Labor Standards Act of 1938.

4.7. No Material Adverse Effect. All historical financial statements relating to each Loan Party that have been delivered by a Loan Party to Lender (or have been publicly filed by a Loan Party with the SEC) have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the financial condition of such Loan Party as of the date thereof and results of operations for the period then ended. Since June 30, 2025 no event, circumstance, or change has occurred that has or could reasonably be expected to have a Material Adverse Effect.

4.8. Solvency. Each Loan Party is Solvent.

4.9. Environmental Condition. Each Loan Party and its Subsidiaries are in compliance in all material respects with all applicable Federal, State and local environmental, hazardous waste, health and safety statutes, and any rules or regulations related to such statutes, which govern or affect the operations or properties of such Loan Party and its Subsidiaries. None of the operations of any Loan Party or its Subsidiaries is the subject of any Federal, State or local investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. No Loan Party has any material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

4.10. Reserved.

4.11. Taxes. Except as otherwise permitted under Section 5.5, all tax returns and reports of each Loan Party required to be filed by it have been timely filed, and all taxes shown on such tax returns to be due and payable and all other taxes upon a Loan Party and upon its assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party has made adequate provision in accordance with GAAP for all taxes not yet due and payable. To the knowledge of any Loan Party, there is no proposed tax assessment against a Loan Party that is not being contested in good faith by appropriate proceedings diligently pursued and available to a Loan Party, in each case prior to the commencement of foreclosure or other similar proceedings, which proceedings (or orders entered in connection with such proceeding), and adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor.

4.12. Margin Stock; Investment Company Act, Etc. No Loan Party owns any Margin Stock or engages principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan Party is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other Federal or State statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.13. OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws; Patriot Act. (a) No member of the Loan Party Group is a Sanctioned Target or is owned or controlled by, or is acting on behalf of, a Sanctioned Target, (b) each member of the Loan Party Group has instituted, maintains and complies with policies, procedures and controls reasonably designed to assure compliance with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws, and (c) to the knowledge of any Loan Party, no member of the Loan Party Group is under investigation by a Governmental Authority for non-compliance with Sanction(s), Anti-Money Laundering Laws or Anti-Corruption Laws. As of the Closing Date, the information included in the certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 received by Lender from any Loan Party that is a “legal entity customer” as defined in such regulation, is true and correct in all respects.

4.14. Employee and Labor Matters. There is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, and (b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Loan Party that could reasonably be expected to result in a material liability. No Loan Party is party to or bound by any collective bargaining agreement or management agreement. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar State law, which remains unpaid or unsatisfied.

4.15. ERISA. No Loan Party, nor any of its Subsidiaries, nor any of its ERISA Affiliates, maintains or contributes to any Benefit Plan.

4.16. Capitalization and Subsidiaries. The signature pages to this Agreement reflect the exact legal name and jurisdiction of organization of each Loan Party. Promptly following any request by Lender following the date hereof, the Loan Parties shall provide Lender with a schedule setting forth a true and complete list of each class of the authorized Equity Interests of each Loan Party and each Subsidiary of any Loan Party and an indication of the owner of record of each Loan Party and Subsidiary. All Equity Interests of each Loan Party and Subsidiary are validly issued, outstanding, fully paid and non-assessable.

Unless otherwise hereafter agreed in writing by Lender:

5.1. Financial and Other Information. Each Loan Party will deliver to Lender with reasonable promptness such financial and other information with respect to the Loan Parties as Lender may reasonably request from time to time.

5.2. Notices of Material Events. A Loan Party will promptly (but in any event within three Business Days) notify Lender in writing of: (a) any event, condition or circumstance that, with the giving of notice, the passage of time, or both, would be an Event of Default or the occurrence of any Event of Default, and (b) any matter that has, or could reasonably be expected to have, a Material Adverse Effect.

5.3. Existence. Each Loan Party will preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to have a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses.

5.4. Maintenance of Properties. Each Loan Party will maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted.

5.5. Taxes. Each Loan Party will pay in full before delinquency or before the expiration of any extension period all taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises (including taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or subsequently imposed by any Governmental Authority and all related interest, penalties or similar liabilities), except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) such liabilities would not exceed the Material Amount and none of the Collateral would become subject to forfeiture or loss; provided, that, each Loan Party will make payment or deposit of all withholding taxes and other payroll taxes to the appropriate Governmental Authority within the timeframes required by applicable law, and will, upon request, furnish Lender with proof reasonably satisfactory to Lender indicating that such Loan Party has made such payments or deposits.

5.6. Insurance. Each Loan Party will maintain with financially sound and reputable carriers (a) insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Deferred Payment Documents. Each Loan Party will from time to time upon Lender’s request furnish to Lender correct and complete copies of any insurance policies and such other information in reasonable detail as to the insurance so maintained as Lender may request.

5.7. Reserved.

5.8. Compliance with Laws; OFAC; Sanctions, Etc. Each Loan Party will subject to the terms below, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party will, and will cause each other member of the Loan Party Group to, (a) comply with Sanctions and (b) comply with Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects.

5.9. Control Agreements. On or prior to the date that is 90 days after the Closing Date (or such later date as Lender may agree), each Loan Party will deliver, or cause to be delivered to Lender, a Control Agreement with respect to each of its deposit accounts duly authorized, executed and delivered by each depository bank where a deposit account is maintained, such Loan Party and Lender; provided, that, a Loan Party will not be required to deliver a Control Agreement with a Cash Management Bank as to any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the salaried employees of a Loan Party. Each Loan Party will direct all account debtors or other obligors in respect of any amounts payable to a Loan Party to make payment of all such amounts to a deposit account subject to a Control Agreement as described above from and after the deadline for the establishment of Control Agreements described above and otherwise take all reasonable actions to cause such payments to be made to such a deposit account.

5.10. Further Assurances. Without limiting the foregoing, each Loan Party will take such actions and execute and deliver to Lender such instruments and documents as Lender may from time to time request in its Permitted Discretion (including obtaining agreements from third parties) to create, maintain, perfect, establish, preserve and protect Lender’s Liens in the Collateral (and the priority thereof) and rights in the Collateral and to carry out the terms and conditions of the Deferred Payment Documents. Notwithstanding anything to the contrary contained herein, Lender shall not accept a Lien on Real Property from any Loan Party unless Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by applicable laws or as otherwise satisfactory to Lender and Lender shall not accept delivery of any joinder to any Deferred Payment Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary qualifies as a “legal entity customer” under 31 C.F.R. Section 1010.230, unless such Subsidiary has delivered a certification regarding beneficial ownership as required by such regulation in relation to such Subsidiary and Lender has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Lender.

5.11. Post-Closing Covenant. Within 5 Business Days following the date hereof (or such later date as Lender may subsequently agree in writing), the Loan Partis shall deliver to Agent (x) a Release of Security Interests in Intellectual Property executed and delivered by Silicon Valley Bank, a division of First Citizens Bank, in the form of such release delivered to Lender’s counsel prior to the Closing Date (or with such modifications thereto as may be approved by Lender’s counsel), together with evidence that such release has been filed with the United States Patent and Trademark Office, and (y) file-stamped UCC-3 termination statements filed with the Delaware Secretary of State with respect to the UCC-1 financing statements filed in favor of Silicon Valley Bank, a division of First Citizens Bank with respect to certain Loan Parties identified by Lender’s counsel to the Loan Parties’ counsel by electronic mail prior to the Closing Date for termination.

5.12. Costs and Expenses. Each Loan Party will pay to Lender at the time specified in Schedule 2.5 all reasonable and documented costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery (provided, that the maximum amount Lender Expenses related to the initial preparation, negotiation, execution or delivery of the Deferred Payment Documents incurred on or prior to the Closing Date (but no such limitation will apply in respect of any preparation negotiation, execution or delivery after the Closing Date) in respect of which the Loan Parties are required to pay Lender Expenses (excluding, for the avoidance of doubt, any out-of-pocket expenses incurred by Lender’s counsel in connection with lien searches, lien filings or the ordering of certified copies of organizational documents) shall not exceed $50,000), recording, administration, collection, liquidation, enforcement and defense of the Obligations, Lender’s rights in the Collateral, the Deferred Payment Documents and all other documents related thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect thereof (all of the foregoing being referred to herein collectively, as “Lender Expenses”), including: (a) all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable), (b) costs and expenses and fees for search fees and background checks (including costs and expenses to conduct lien searches in respect of the Loan Parties on or prior to the Closing Date and to order certified organizational documents of the Loan Parties), (c) costs and expenses of preserving and protecting the Collateral, (d) costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the Liens of Lender in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of the Deferred Payment Documents or defending any claims made or threatened against Lender arising out of the transactions contemplated thereby (including preparations for and consultations concerning any such matters), (e) [reserved], and (f) the reasonable fees and disbursements of counsel (including legal assistants) to Lender in connection with any of the foregoing.

6.1. Indebtedness. Each Loan Party will not create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

6.2. Liens. Each Loan Party will not create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

6.3. Restrictions on Fundamental Changes. Each Loan Party will not (a) enter into any merger, consolidation, reorganization, recapitalization, division or plan of division, or reclassify its Equity Interests, except for any merger between Loan Parties, provided, that, Issuer must be the surviving entity of any such merger to which it is a party and Parent must be the surviving entity of any such merger to which it is a party, (b) form any Subsidiary or directly or indirectly, purchase or otherwise acquire all or substantially all of the assets of (or any division or business line of) any other Person, or 50% or more of any class of Equity Interests of any other Person, (c) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), (d) suspend or cease operating a substantial portion of its business, or (e) change its classification/status for U.S. Federal income tax purposes.

6.4. Asset Dispositions. Each Loan Party will not convey, sell, lease, license, assign, transfer, or otherwise dispose of any of its assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except for Permitted Dispositions and transactions permitted under Section 6.3.

6.5. Nature of Business. Each Loan Party will not (a) engage in any business other than the business of such Loan Party on the Closing Date and any business reasonably related or ancillary to such business of such Loan Party on the Closing Date or (b) acquire any properties or assets that are not reasonably related or ancillary thereto.

6.6. Prepayments and Amendments. Each Loan Party will not:

(a) prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of any Loan Party or make, directly or indirectly, any optional or voluntary payment in respect of any such Indebtedness, except for payments of: (i) the Obligations; (ii) obligations under Hedge Agreements; (iii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness to the extent such sale or transfer is permitted hereunder; and (iv) Indebtedness owing to another Loan Party;

(b) directly or indirectly, amend, modify, or change any of the terms or provisions of:

(i) any agreement, instrument, document or other writing evidencing or concerning Permitted Indebtedness except (A) the Obligations in accordance with this Agreement, (B) obligations under Hedge Agreements, (C) Indebtedness permitted under clauses (c), (e) and (f) of the definition of Permitted Indebtedness, or (D) in the case of any other Material Indebtedness, after prior written notice to Lender, to amend or modify the terms thereof to forgive or cancel any portion of such Indebtedness (other than pursuant to payment thereof) or to reduce the interest rate or any fees in connection therewith, or to make the terms thereof less restrictive or burdensome to such Loan Party; or

(ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of Lender.

6.7. Restricted Payments. Each Loan Party will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) a Loan Party may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Loan Party, (b) so long as no Event of Default has occurred and is continuing, a Loan Party may make Restricted Payments pursuant to and in accordance with any management equity subscription agreement, employee agreement or stock option agreement or other agreement with such officer, director or employee or former officer, director or employee; provided, that, the aggregate cash consideration paid for all such payments, repurchases or redemptions shall not in any fiscal year of such Loan Party exceed the Material Amount, (c) a Loan Party may make a Restricted Payment to another Loan Party and (d) so long as no Event of Default has occurred and is continuing, Parent may pay (x) the cash dividends on September 15, 2025 and October 15, 2025 on Parent’s 8.75% Series A Cumulative Redeemable Preferred Stock and 8.75% Series B Cumulative Redeemable Preferred Stock in the amounts declared by the board of directors of Parent prior to the Closing Date as set forth in that certain Press Release titled “CareCloud Announces Preferred Stock Dividend Payments” issued by Parent on July 25, 2025, and (y) monthly cash dividends on Parent’s 8.75% Series A Cumulative Redeemable Preferred Stock and 8.75% Series B Cumulative Redeemable Preferred Stock on or about the 15th day of each calendar month thereafter in an aggregate amount for each such month not to exceed $550,000.

6.8. Accounting Methods. Each Loan Party will not modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.9. Investments. Each Loan Party will not, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.

6.10. Transactions with Affiliates. Each Loan Party will not, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, any officer, director or other Affiliate of a Loan Party, except pursuant to the reasonable requirements of the business of such Loan Party and upon fair and reasonable terms no less favorable to such Loan Party than such Loan Party would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, except for: (a) the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of a Loan Party, and any indemnity provided for the benefit of directors (or comparable managers) of a Loan Party, (b) transactions among Loan Parties, and (c) Restricted Payments permitted under Section 6.7.

6.11. Use of Proceeds. No part of the proceeds of the Deferred Payment Documents will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors. Each Loan Party will not, and will cause each other member of the Loan Party Group not to, directly or indirectly, use any proceeds of the Deferred Payment Documents to fund, finance or facilitate any activities, business or transactions that would be prohibited by (i) Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) Sanctions if conducted by Lender, or any other party hereto.

8.1. Events of Default. The occurrence of any of the following will constitute an “Event of Default” under any Deferred Payment Document:

(a) Payments. Issuer (i) fails to make any payment of principal or interest hereunder when due or (ii) fails to pay fees, Lender Expenses or any of the other Obligations within three (3) Business Days after the due date thereof.

(b) Covenants. (i) a Loan Party fails to perform any of the covenants contained in Sections 3, 5.1, 5.2, 5.3, 5.6, 5.8, 5.9, 5.11 or 6, or (ii) a Loan Party fails to perform any of the terms, covenants, conditions or provisions contained in any Deferred Payment Document other than those otherwise described in this Article 8 and such failure shall continue for 30 days after the earlier of the delivery of notice thereof by Lender to Issuer or of any officer of any Loan Party having knowledge thereof.

(c) Judgments. One or more judgments, orders, or awards for the payment of money in excess of the Material Amount in any one case or in the aggregate (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied or disputed coverage) is entered or filed against a Loan Party, or with respect to any of its assets, shall remain undischarged or unvacated for a period in excess of 30 days or execution shall at any time not be effectively stayed, or any judgment other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against a Loan Party or any of the Collateral having a value in excess of the Material Amount in any one case or in the aggregate.

(d) Voluntary Bankruptcy, Involuntary Bankruptcy, Etc. (i) An Insolvency Proceeding is commenced by a Loan Party or (ii) an Insolvency Proceeding is commenced against a Loan Party or all or any part of its properties and such petition or application is not dismissed within 60 days after the date of its filing or such Loan Party shall file any answer admitting or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or the relief requested is granted sooner.

(e) Default Under Other Agreements. Any default in respect of any Material Indebtedness, which default continues for more than the applicable cure period, if any, with respect thereto, or the subordination provisions contained in any agreement related to any Indebtedness that is contractually subordinated to the Obligations shall cease to be in full force and effect or to give Lender the rights purported to be created thereby.

(f) Representations, Etc. Any warranty, representation, certificate, statement, or record made in any Deferred Payment Document or delivered in writing to Lender in connection with any Deferred Payment Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect) as of the date of issuance or making or deemed making thereof.

(g) Guaranty. If the obligation of any Loan Party under a Guaranty, or other Person under any guaranty of any Obligations, is limited or terminated by operation of law or by such Loan Party or other Person (other than in accordance with the terms of any Deferred Payment Document) or any Loan Party or such other Person repudiates or revokes or purports to repudiate or revoke such Guaranty or any such guaranty.

(h) Deferred Payment Documents. (i) The validity or enforceability of any Deferred Payment Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Lender) be declared to be null and void, or a proceeding shall be commenced by a Loan Party, or by any Governmental Authority having jurisdiction over a Loan Party, seeking to establish the invalidity or unenforceability of any Deferred Payment Document, or a Loan Party shall deny that such Loan Party has any liability or obligation purported to be created under any Deferred Payment Document or (ii) any Deferred Payment Document that purports to create a Lien shall, for any reason, fail or cease to create a valid and perfected and (except to the extent of Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases) first priority Lien on the Collateral covered thereby, except (A) as a result of a disposition of the applicable Collateral in a transaction permitted under any Deferred Payment Document, or (B) as the result of an action or failure to act on the part of Lender.

(i) Change of Control. A Change of Control shall occur, whether directly or indirectly.

8.2. Remedies.

(a) At any time an Event of Default exists, Lender shall have any and all rights and remedies provided in any Deferred Payment Document, the UCC and other applicable law, all of which rights and remedies may be exercised without notice to or consent by a Loan Party, except as such notice or consent is expressly provided for under any applicable Deferred Payment Document or required by applicable law. All rights, remedies and powers granted to Lender under any Deferred Payment Document, the UCC or other applicable law are cumulative, are not exclusive and are enforceable, in Lender’s discretion, alternatively, successively, or concurrently on any one or more occasions, and shall include the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by a Loan Party of any Deferred Payment Document. Lender may, at any time, an Event of Default exists, proceed directly against one or more Loan Party to collect the Obligations without prior recourse to the Collateral.

(b) Without limiting the generality of the foregoing, at any time an Event of Default exists, Lender may accelerate the payment of all or any portion of the Obligations and demand immediate payment thereof to Lender (provided, that, upon the occurrence of any Event of Default described in Sections 8.1(d), all Obligations shall automatically become immediately due and payable).

9.1. Demand; Protest; Counterclaims, Etc. Each Loan Party waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by Lender on which any Loan Party may in any way be liable. No notice to or demand on a Loan Party which Lender may elect to give shall entitle a Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each Loan Party waives all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other than compulsory counterclaims) in any action or proceeding with respect to any Deferred Payment Document, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto. Without limiting the foregoing, each Loan Party acknowledges and agrees that Lender has no responsibility or obligation to any Loan Party or any Affiliates thereof in respect of any obligations of Medsphere or its Affiliates to any Loan Party or its Affiliates (whether under or in connection with the Medsphere APA Documents or otherwise) in no event shall the Obligations owing by Loan Parties to Lender under this Agreement or any other Deferred Payment Document be limited or reduced by or subject to any setoff, deduction or offset in respect of any obligation of Medsphere or any of its Affiliates to any Loan Party or its Affiliates or other claim of any kind that any Loan Party or its Affiliates may have against Medsphere or any of its Affiliates (whether under or in connection with the Medsphere APA Documents or otherwise).

9.2. Indemnification. Each Loan Party shall pay, indemnify, defend, and hold Lender and its Affiliates, officers, directors, employees, attorneys, and agents (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable and documented fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of any Deferred Payment Document, or the transactions contemplated thereby, (b) with respect to any actual or prospective investigation, litigation, or proceeding related to any Deferred Payment Document, the issuance of the Deferred Payment Amount or the use of the proceeds thereof (whether or not any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of hazardous materials at, on, under, to or from any assets or properties owned, leased or operated by any Loan Party or otherwise related to compliance with applicable environmental laws (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Loan Party shall have any obligation to any Indemnified Person under this Section with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which a Loan Party was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by each Loan Party with respect thereto. THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

9.3. Notices. Unless otherwise provided in this Agreement, all notices or demands relating to any Deferred Payment Document shall be in writing and shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, or electronic mail (at such email addresses as a party may designate in accordance herewith). In the case of notices or demands to any Loan Party or Lender, as the case may be, they shall be sent to the address set forth next to its signature hereto. Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other parties. All notices or demands sent in accordance with this Section shall be deemed received on the earlier of the date of actual receipt or three Business Days after the deposit thereof in the mail; provided, that, (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

9.4. Assignments; Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that, no Loan Party may assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by Lender shall release any Loan Party from its Obligations. Lender may assign the Deferred Payment Documents in whole or in part and its rights and duties thereunder or grant participations in the Obligations and no consent or approval by any Loan Party is required in connection with any such assignment or participation.

9.5. Amendments; Waivers. No amendment or modification of any Deferred Payment Document shall be effective unless it has been agreed to by Lender and the applicable Loan Party or Loan Parties in a writing that specifically states that it is intended to amend or modify such Deferred Payment Document. No failure by Lender to exercise any right, remedy, or option under any Deferred Payment Document, or delay by Lender in exercising the same, will operate as a waiver thereof. No waiver by Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Lender on any occasion shall affect or diminish Lender’s rights thereafter to require strict performance by any Loan Party of any provision of any Deferred Payment Document. Lender’s rights under the Deferred Payment Documents will be cumulative and not exclusive of any other right or remedy that Lender may have.

10.1. GOVERNING LAW. THE VALIDITY OF THE DEFERRED PAYMENT DOCUMENTS (UNLESS EXPRESSLY OTHERWISE PROVIDED THEREIN), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT THEREOF, THE RIGHTS OF THE PARTIES THERETO WITH RESPECT TO ALL MATTERS ARISING THEREUNDER OR RELATED THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING THEREUNDER OR RELATED THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

10.2. FORUM NON CONVENIENS. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THE DEFERRED PAYMENT DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH LOAN PARTY AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

10.3. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY DEFERRED PAYMENT DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH LOAN PARTY AND LENDER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.4. SUBMISSION TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY DEFERRED PAYMENT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN ANY DEFERRED PAYMENT DOCUMENT SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO ANY DEFERRED PAYMENT DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

10.5. WAIVER OF CLAIMS. NO CLAIM MAY BE MADE BY ANY PARTY AGAINST ANY OTHER PARTY HERETO OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY ANY DEFERRED PAYMENT DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

11.1. Effectiveness; Section Headings; Severability. This Agreement shall be binding and deemed effective when executed by each Loan Party and Lender whose signature is provided for on the signature pages hereof. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

11.2. Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Execution of any such counterpart may be by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Lender reserves the right, in its discretion, to accept, deny, or condition acceptance of any electronic signature on this Agreement. Any party delivering an executed counterpart of this Agreement by faxed, scanned or photocopied manual signature shall also deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect the validity, enforceability and binding effect of this Agreement. The foregoing shall apply to each other Deferred Payment Document, and any notice delivered hereunder or thereunder, mutatis mutandis.

11.3. Patriot Act. Lender hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies each Person or corporation who opens an account or enters into a business relationship with it, which information includes the name and address of such Loan Party and other information that will allow Lender to identify such Person in accordance with the Patriot Act and any other applicable law. Each Loan Party is hereby advised that any financial accommodation by Lender is subject to satisfactory results of such verification. Lender shall have the right to periodically conduct due diligence on each Loan Party, its senior management and key principals and legal and beneficial owners. Each Loan Party agrees to cooperate in respect of the conduct of such due diligence and further agrees that the reasonable costs and charges for any such due diligence by Lender shall constitute Lender Expenses for which Lender is entitled to reimbursement as provided herein and be for the account of Issuer.

11.4. Integration. The Deferred Payment Documents reflect the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the Closing Date.

The parties have caused this Agreement to be executed as of the date on page 1.

The parties have caused this Agreement to be executed as of the date on page 1.

SCHEDULE 2.5

TO

DEFERRED PAYMENT AGREEMENT

Fees and Expenses

1. Facility Fee. In the event that the Obligations have not been paid in full on or prior to the date that is 60 days following the Closing Date, a monthly facility fee equal to the Monthly Facility Fee Amount (as defined below) shall be due and payable every 30 days with the first such monthly facility fee in an amount equal to the Monthly Facility Fee Amount due and payable on the date that is 60 days following the Closing Date and, thereafter, monthly facility fees equal to the Monthly Facility Fee Amount due and payable on each 30-day anniversary of the date that is 60 days following the Closing Date (on the 90th day after the Closing Date, the 120th day after the Closing Date, and each subsequent date that is a 30-day anniversary of the date that is 60 days after the Closing Date) that occurs prior to the repayment in full of the Obligations. Each such facility fee shall be due and payable in immediately available funds on the due date therefor, provided, that such initial monthly facility fee equal to $100,000 due and payable on the date that is 60 days after the Closing Date may instead be paid by capitalizing such amount to the outstanding principal balance of the Deferred Payment Amount on the date that is 60 days following the Closing Date (it being understood that if Issuer is to pay such amount in cash versus capitalizing such amount, it shall give Lender at least 2 Business Days’ written notice to Lender (or such shorter notice as may be consented to by Lender) of its intent to pay such amount in cash, and such amount shall be capitalized on the due date therefor if such notice is not provided or such amount is not received in immediately available funds on or prior to the due date therefor). The “Monthly Facility Fee Amount” shall mean (a) with respect to the payments due on the 60th day after the Closing Date and the 90th day after the Closing Date, $100,000, and (b) with respect to payments due on dates after the 90th day after the Closing Date and each subsequent date that is a 30-day anniversary of the date that is 60 days after the Closing Date, $200,000.

2. Lender Expenses. Issuer shall pay to Lender the reasonable and documented Lender Expenses within 5 Business Days after Lender makes a request for reimbursement thereof in writing (which may be by electronic mail) to Issuer accompanied by an invoice or other reasonable supporting documentation. If such Lender Expenses are not paid to Lender in immediately available funds when due pursuant to the preceding sentence, Lender may at its election deem such amounts to be capitalized to the principal balance of the Deferred Payment Amount. Issuer agrees that its obligations contained in this Section shall survive payment in full of all other Obligations.

Exhibit 2.8

GUARANTY

This GUARANTY (this “Guaranty”), is entered into as of August 22, 2025, by the Persons listed on the signature pages hereof as “Guarantors” (together with any other entity that may hereafter become a party hereto, individually, a “Guarantor” and collectively, “Guarantors”) in favor of Wells Fargo Bank, National Association (“Lender”).

W I T N E S S E T H:

WHEREAS, Lender has agreed with CareCloud Holdings, Inc, a Delaware corporation (“Issuer”) to accept the “Deferred Payment Amount” (as defined in the below-described Deferred Payment Agreement) in lieu of immediate payment in consideration of releasing its liens on certain assets of Medsphere Systems Corporation (so that such assets may be transferred by Medsphere Systems Corporation to the Issuer) pursuant to the terms and conditions of the Deferred Payment Agreement, dated of even date herewith, by and among Lender, Issuer and Guarantors (the “Deferred Payment Agreement”); and

WHEREAS, in order to induce Lender to enter into the Deferred Payment Agreement, and to accept the Deferred Payment Amount as set forth therein, each Guarantor has agreed to guaranty the Obligations of Issuer; and

WHEREAS, as a result of its relationship with the Issuer and the other Guarantors, each Guarantor will receive substantial benefits from the financial accommodations provided by Lender to Issuer.

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.1 Definitions. As used in this Guaranty, the following terms shall have the following definitions:

“Deferred Payment Agreement” has the meaning set forth in the recitals to this Guaranty.

“Guarantor” has the meaning set forth in the preamble to this Guaranty.

“Guaranteed Obligations” has the meaning set forth in Section 2.1.

“Guaranty” means this Guaranty.

“Issuer” has the meaning set forth in the preamble to this Guaranty.

“Lender” means Wells Fargo Bank, National Association.

1.2 Construction. Capitalized terms used but not otherwise defined herein (including in the preamble and recitals hereof) that are defined in the Deferred Payment Agreement shall have the meanings given to them in the Deferred Payment Agreement. Unless otherwise defined herein or in the Deferred Payment Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. The rules of interpretation specified in the Deferred Payment Agreement (including Sections 1.2, 1.3, 1.4, 1.5 and 1.6 thereof) shall be applicable to this Guaranty. All references to “payment in full of Guaranteed Obligations” or words of similar import shall have the same meaning as “payment in full of Obligations” as provided in Section 1.6 of the Deferred Payment Agreement. All references in this Guaranty to Sections are references to Sections of this Guaranty unless otherwise specified.

2.1 Guaranty.

(a) In recognition of the direct and indirect benefits to be received by each Guarantor in connection with the accommodations provided by Lender to Issuer described in the recitals hereof, each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of each and all of the following (collectively, the “Guaranteed Obligations”): (i) the Obligations now or hereafter existing, whether for principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), fees, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise, and (ii) any and all reasonable, documented expenses (including reasonable counsel fees and expenses) incurred by Lender in enforcing any rights under any Deferred Payment Document. Without limiting the generality of the foregoing, Guaranteed Obligations shall include all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to Lender but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Loan Party or any other Person.

(b) If any or all of the Guaranteed Obligations becomes due and payable, each Guarantor, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such indebtedness to Lender, together with any and all expenses (including reasonable Lender Expenses) that may be incurred by Lender in demanding, enforcing, or collecting any Guaranteed Obligations. If claim is ever made upon Lender for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Obligations and Lender repays all or part of said amount by reason of (i) any judgment, decree, or order of any court or administrative body having jurisdiction over such payee or any of its property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including Issuer or any Guarantor), then and in each such event, each Guarantor agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon each Guarantor, notwithstanding any revocation (or purported revocation) of this Guaranty or other instrument evidencing any liability of any Guarantor and each Guarantor shall be and remain liable to such payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

(c) Each Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations to Lender, whether or not due or payable by any Loan Party upon the occurrence of any of the events specified in Section 8.1(d) of the Deferred Payment Agreement, and irrevocably and unconditionally promises to pay such indebtedness to Lender, without the requirement of demand, protest, or any other notice or other formality, in lawful money of the United States.

2.2 Absolute and Unconditional Guaranty.

(a) The liability of each Guarantor hereunder is primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each Guarantor hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other guaranty or undertaking, (ii) any dissolution, termination, or increase, decrease, or change in personnel by Issuer, any other Guarantor or any other Person, (iii) any payment made to Lender on account of the Guaranteed Obligations which Lender repays to Issuer, any other Guarantor or any other Person pursuant to any court order in any Insolvency Proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment), and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (iv) any action or inaction by Lender, or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

(b) This Guaranty includes all present and future Guaranteed Obligations including any under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing any Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part.

2.3 Guaranty of Payment; Independent Obligations. The guaranty by each Guarantor hereunder is a guaranty of payment and not of collection. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations of any other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors to enforce such obligations, whether or not any action is brought against any other Guarantor or any other Person and whether or not any other Guarantor or any other Person is joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof.

3.1 Waivers.

(a) Each Guarantor waives any right (except as shall be required by applicable statute and cannot be waived) to require Lender to (i) proceed against any other Guarantor or any other Person, (ii) proceed against or exhaust any security held from any other Guarantor or any other Person, (iii) protect, secure, perfect, or insure any Lien on any property subject thereto or exhaust any right to take any action against any other Guarantor, any other Person, or any property subject to a Lien, or (iv) pursue any other remedy in Lender’s power. Each Guarantor waives any defense based on or arising out of any defense of such Guarantor, any other Guarantor or any other Person, other than payment of the Guaranteed Obligations to the extent of such payment, based on or arising out of the disability of any Guarantor or any other Person, or the validity, legality, or unenforceability of any Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Guarantor other than payment of the Guaranteed Obligations to the extent of such payment. Lender may foreclose upon any Collateral held by Lender by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Lender may have against any Guarantor or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid.

(b) Each Guarantor waives all presentments, demands for performance, protests and notices, including notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Guaranteed Obligations or other financial accommodations. Each Guarantor waives notice of any Event of Default under any Deferred Payment Document. Each Guarantor assumes all responsibility for being and keeping itself informed of Issuer and other Guarantor’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope, and extent of the risks which each Guarantor assumes and incurs hereunder, and agrees that Lender shall not have any duty to advise any Guarantor of information known to it regarding such circumstances or risks.

(c) To the fullest extent permitted by applicable law, each Guarantor hereby waives: (i) any right to assert against Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against Issuer, any other Guarantor or any other Person liable to Lender, (ii) any defense (legal or equitable), set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor, (iii) any right or defense arising by reason of any claim or defense based upon an election of remedies by Lender, including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity against Issuer or any other Guarantor or surety, and (iv) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof. Any payment or other act or circumstance which shall defer or delay, or otherwise toll, the operation of any statute of limitations applicable to any Guaranteed Obligations or as to any Guarantor shall similarly operate to defer or delay, or otherwise toll, the operation of such statute of limitations applicable to such Guarantor’s liability hereunder.

3.2 Waivers of Defenses. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Deferred Payment Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Deferred Payment Document or any agreement or instrument relating thereto;

(b) any change in the time, manner, or place of payment of, or in any other term of, all or any Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Deferred Payment Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit;

(c) any taking, exchange, release, or non-perfection of any Lien on any Collateral, or any taking, release, amendment, waiver of, or consent to departure from any other guaranty, for any Guaranteed Obligations;

(d) the existence of any claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including Lender;

(e) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor;

(f) any right or defense arising by reason of any claim or defense based upon an election of remedies by Lender including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against Issuer or any other Guarantor or any guarantors or sureties;

(g) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any other Guarantor; or

(h) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any other Guarantor or any other guarantor or surety.

3.3 Consents to Amendments, Etc.

(a) Each Guarantor authorizes Lender, without notice or demand to such Guarantor, and without affecting or impairing its liability hereunder, from time to time to:

(i) change the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter: (A) any Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon); or (B) any security therefor or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed, or altered;

(ii) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon, collect, settle, or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure any Guaranteed Obligations (including any of the obligations of any Guarantor under this Guaranty) incurred directly or indirectly in respect thereof or hereof, or any offset on account thereof;

(iii) exercise or refrain from exercising any rights against Issuer or any other Guarantor;

(iv) release or substitute any one or more endorsers, guarantors, Issuer, other Guarantors, or other obligors;

(v) settle or compromise any Guaranteed Obligations, any security therefor, or any liability (including any of those of any Guarantor under this Guaranty) incurred directly or indirectly in respect thereof or hereof, or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Guarantor to any other Person;

(vi) apply any sums by whomever paid or however realized to any liability or liabilities of any Guarantor to Lender regardless of what liability or liabilities of such Guarantor remain unpaid;

(vii) consent to or waive any breach of, or any act, omission, or default under, any Deferred Payment Document, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or supplement any Deferred Payment Document, or any of such other instruments or agreements; or

(viii) take any other action that could, under otherwise applicable principles of law, give rise to a legal or equitable discharge of any Guarantor from all or part of its liabilities under this Guaranty.

(b) It is not necessary for Lender to inquire into the capacity or powers of any Guarantor or the officers, directors, partners or agents acting or purporting to act on its behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

3.4 Subrogation; Subordination. No Guarantor will exercise any rights that it may now or hereafter acquire against Issuer or any other Guarantor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lender against Issuer or any other Guarantor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Issuer or any other Guarantor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until payment in full of the Guaranteed Obligations. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Lender, and shall promptly be paid to Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Deferred Payment Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Guaranty, no Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Guarantor, including after payment in full of the Guaranteed Obligations, if all or any portion of the Guaranteed Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of such other Guarantor whether pursuant to this Guaranty or otherwise.

3.5 Revocation. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Guaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that no such revocation shall (a) be effective until written notice thereof has been received by Lender, (b) apply to any Guaranteed Obligations in existence on the date of receipt by Lender of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), and (c) apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation. No payment by any Guarantor or from any other source prior to the date of Lender’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and any payment by any Guarantor or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder. This Guaranty shall be binding upon each Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Lender and its successors, transferees, or assigns.

4.1 GOVERNING LAW. THE VALIDITY OF THIS GUARANTY, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.2 FORUM NON CONVENIENS. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GUARANTOR AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

4.3 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH GUARANTOR AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

4.4 SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

4.5 WAIVER OF CLAIMS. NO CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY OTHER PARTY OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND EACH PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

5.1 Survival. All representations and warranties made by any Guarantor in this Guaranty and in the certificates or other instruments delivered in connection with or pursuant to this Guaranty shall be considered to have been relied upon by Lender and shall survive the execution and delivery of this Guaranty and the issuance of the Deferred Payment Amount and the making of any loans or other extension of credit, regardless of any investigation made by Lender or on its behalf and notwithstanding that Lender, may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time the Deferred Payment Amount is accepted or any other financial accommodation is made or credit is extended, and shall continue in full force and effect until the payment in full of the Guaranteed Obligations.

5.2 Merger, Amendments; Etc. THIS GUARANTY, TOGETHER WITH THE OTHER DEFERRED PAYMENT DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor from the terms hereof, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Guaranty shall be effective unless the same shall be in writing and signed by Lender and each Guarantor to which such amendment applies. This Guaranty is a Deferred Payment Document.

5.3 Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Lender at its address specified in the Deferred Payment Agreement, and to any Guarantor at its addresses specified in the Deferred Payment Agreement, or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties.

5.4 Counterparts. This Guaranty may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Guaranty by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Guaranty. Any party delivering an executed counterpart of this Guaranty by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Guaranty but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Guaranty.

5.5 Effectiveness; Severability; Section Headings. This Guaranty shall be binding and deemed effective when executed by any Guarantor as to such Guarantor (whether or not executed by any other Guarantor) whose signature is provided for on the signature pages hereof and Lender. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Guaranty. Any provision of this Guaranty which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Each provision of this Guaranty shall be severable from every other provision of this Guaranty for the purpose of determining the legal enforceability of any specific provision.

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IN WITNESS WHEREOF, the undersigned parties hereto have caused this Guaranty to be executed and delivered as of the day and year first above written.

Exhibit 2.9

BILL OF SALE

THIS BILL OF SALE (this “Bill of Sale”) is made as of August 22, 2025, by and between Medsphere Systems Corporation, a Delaware corporation (“Seller”), and CareCloud Holdings, Inc, a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement dated as of August 22, 2025 (“Purchase Agreement”), pursuant to which Buyer has agreed to purchase substantially all of the assets, properties and rights of Seller used in or related to Seller’s business (the “Business”), and Seller has agreed to sell such assets to Buyer;

WHEREAS, the Purchase Agreement provides, among other things, that at the closing of the transactions contemplated therein (“Closing”), Seller shall deliver to Buyer a Bill of Sale, in form and substance satisfactory to Buyer, transferring the tangible personal property included in the Purchased Assets to Buyer; and

WHEREAS, Seller now desires to execute and deliver this instrument to Buyer to effectuate the sale, transfer, conveyance and delivery of the applicable Purchased Assets to Buyer as required by the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, including the purchase price paid or to be paid by Buyer under the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller hereby covenants and agrees as follows:

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

The foregoing transfer is made free and clear of all liens, claims, and encumbrances of any kind, except for Permitted Encumbrances (as defined in Section 4.08 of the Purchase Agreement). Seller hereby warrants to Buyer that Seller is the true and lawful owner of the Transferred Assets, has full right and authority to convey the Transferred Assets, and that title to the Transferred Assets is valid and marketable, free of any security interest or other encumbrance except Permitted Encumbrances as set forth above.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed by its duly authorized representative as of the date first above written.

Exhibit 2.10

POWER OF ATTORNEY

This POWER OF ATTORNEY (this “Power of Attorney”) is made and entered into as of August 22, 2025, by and between Medsphere Systems Corporation, a Delaware corporation (“Seller”), in favor of CareCloud Holdings, Inc, a Delaware corporation (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Asset Purchase Agreement, dated as of August 22, 2025, by and between Seller and Buyer (the “Purchase Agreement”).

RECITALS

WHEREAS, Seller and Buyer are parties to a Purchase Agreement, pursuant to which Seller has agreed to sell and assign, and Buyer has agreed to purchase and assume, certain assets and liabilities relating to the Business; and

WHEREAS, in connection with the closing and implementation of the transactions contemplated by the Purchase Agreement, it may be necessary or desirable for Buyer to take certain actions on behalf of Seller in order to effectuate and finalize the transfer, registration, and enforcement of the Purchased Assets.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby grants this limited power of attorney as follows:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Seller has executed this Power of Attorney as of the date first written above.

Exhibit 2.11

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement (this “Agreement”) is made and entered into as of August 22, 2025 (the “Effective Date”), by and between Medsphere Systems Corporation, a Delaware corporation (“Assignor”), and CareCloud Holdings, Inc, a Delaware corporation (“Assignee”).

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Asset Purchase Agreement, dated as of August 22, 2025, by and between Assignor and Assignee (the “Purchase Agreement”).

RECITALS

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee has agreed to purchase from Assignor, certain assets of Assignor, including all Intellectual Property Assets (as defined in the Purchase Agreement); and

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to execute and deliver this Agreement for the purpose of transferring to and vesting in Assignee all right, title, and interest in and to the Intellectual Property Assets.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Assignor hereby irrevocably constitutes and appoints Assignee, its successors and assigns, as Assignor’s true and lawful attorney-in-fact, with full power of substitution, to: (a) execute, acknowledge, deliver, file, and record any and all instruments, documents, and certificates necessary or desirable to carry out the intent and accomplish the purposes of this Agreement; (b) take any and all actions that Assignee reasonably deems necessary or appropriate to perfect, protect, or enforce its rights in the Intellectual Property Assets; and (c) institute and prosecute in the name of Assignor or Assignee any and all legal proceedings to collect, assert, or enforce any claim, right, or title related to the Intellectual Property Assets. This power of attorney is coupled with an interest and shall be irrevocable.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Intellectual Property Assignment Agreement as of the Effective Date.

Exhibit 2.12

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of August 22, 2025, by and between Medsphere Systems Corporation, a Delaware corporation (“Assignor”), and CareCloud Holdings, Inc, a Delaware corporation (“Assignee”).

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Asset Purchase Agreement, dated as of August 22, 2025, by and between Assignor and Assignee (the “Purchase Agreement”).

RECITALS

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee has agreed to purchase and accept from Assignor, certain assets of Assignor, including the Assigned Contracts (as defined in the Purchase Agreement); and

WHEREAS, the parties desire to execute this Agreement to effectuate the assignment of the Assigned Contracts and the assumption of certain liabilities, in accordance with the terms and subject to the conditions set forth in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, warranties, and agreements contained in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: