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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 3, 2025

 

CARECLOUD, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36529   22-3832302

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7 Clyde Road, Somerset, New Jersey, 08873

(Address of principal executive offices, zip code)

 

(732) 873-5133

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   CCLD   Nasdaq Global Market
8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share   CCLDO   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On September 3, 2025, CareCloud, Inc. (the “Company”) entered in an agreement (the “Agreement”) with Provident Bank (“Provident”) whereby Provident has provided the Company with an available line of credit of $10 million.

 

Upon closing, the Company borrowed approximately $8.3 million on its line of credit to satisfy the obligation to Wells Fargo Bank incurred in connection with the Medsphere Systems Corp. acquisition. The Company’s obligations to Provident are secured by substantially all of the Company’s assets.

 

The foregoing description of the Agreement does not purport to be complete and is qualified entirely by reference to the complete text of such document, a copy of which is attached as an exhibit to this Form 8-K and is incorporated herein by reference.

 

The above description has been included to provide investors and security holders with information regarding the terms thereof. Investors and security holders are not third-party beneficiaries under the credit agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s disclosures.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits.
     
10.1   Agreement dated September 3, 2025 between the Company and Provident Bank.
     
10.2   Commercial Line of Credit Note.
     
99.1   Press release dated September 9, 2025
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CareCloud, Inc.
   
Date: September 9, 2025 By: /s/ Norman Roth
    Norman Roth
    Interim Chief Financial Officer and Corporate Controller

 

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EX-10.1 2 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

LOAN AGREEMENT dated as of September 3, 2025 (together with all extensions, renewals, modifications, substitutions and amendments thereof, this “Agreement”), by and among CARECLOUD, INC., a Delaware corporation (the “Borrower”), having an address at 7 Clyde Road, Somerset, New Jersey 08873, and PROVIDENT BANK (the “Bank”), having an address at 10 Woodbridge Center Drive, 3rd Floor, Woodbridge, New Jersey 07095.

 

The Borrower and the Bank hereby agree as follows:

 

ARTICLE 1. THE LOAN.

 

Subject to the terms and conditions hereof, the Bank shall make the following credit facility available to the Borrower:

 

1.01. Credit Facility.

 

(a) Working Capital Line of Credit.

 

(i) Subject to the terms of this Agreement, and provided there exists no Event of Default (as defined in Section 6.01 hereof) or event which, with the passage of time or giving of notice or both would become an Event of Default hereunder, under a revolving commercial line of credit (the “Line” or the “Loan”), the Bank shall make advances (each, an “Advance” and collectively, the “Advances”) to the Borrower, from time to time, from the date hereof until September 1, 2027 (the “Termination Date”), in an aggregate outstanding principal amount not exceeding $10,000,000.00 (the “Commitment”). The Line shall terminate on the Termination Date, when all unpaid fees, principal, interest and fees shall be due and payable in full, unless the Line is renewed in the sole and absolute discretion of the Bank, which shall be contingent in part upon the Bank’s satisfactory review of current financial information pertaining to the Borrower, together with such other requested information and/or documents as the Bank may determine necessary. Any election to renew the Line shall be solely at the Bank’s discretion and effective only upon the Bank’s providing written notice of such election to the Borrower.

 

(ii) Advances under the Line shall be by way of direct borrowings to fund the working capital needs of the Borrower. Within such limits, the Borrower may repay in whole or in part and, in integral multiples of $10,000.00, borrow and re-borrow on a revolving basis amounts up to $10,000,000.00. The Borrower shall give the Bank notice of any proposed borrowing. The Borrower hereby authorizes the Bank to honor written, telecopied or telephonic requests for an Advance it receives from Borrower.

 

(iii) If requested by the Bank, upon each request for an Advance hereunder, the Borrower shall provide the Bank with a certification of the use of proceeds and such further documents as the Bank may reasonably require. The Bank has the right to withhold payment should any such documents requested be unacceptable, in its reasonable discretion. The Bank will, upon request, deposit the amount of each Advance in the demand deposit account of Borrower, or otherwise make such funds available to the Borrower.

 

 

 

(iv) Notwithstanding the foregoing or anything to the contrary contained herein, at no time shall the total amount outstanding under the Loan exceed eighty percent (80%) of the Eligible Accounts Receivable of the Borrower (such amount, the “Borrowing Limit”). For these purposes, “Eligible Accounts Receivable” shall mean at any time, all of the Borrower’s accounts receivable which contain payment terms and conditions acceptable to the Bank. Unless otherwise agreed to by the Bank in writing, or unless credit insurance deemed acceptable to the Bank to support such receivables is obtained, Eligible Accounts Receivable do not include:

 

(1) accounts receivable which have not been paid in full within ninety (90) days from the invoice date or sixty (60) days from the due date;

 

(2) accounts receivable which, when aggregated with all other accounts receivable of such account debtor, constitute more than twenty percent (20%) of the face value of all accounts receivable of the Borrower then outstanding;

 

(3) accounts receivable which are deemed by the Bank to be cross-aged receivables (cross-aged receivable are defined as the remaining balance due from a single debtor showing more than 50% of total accounts receivable aged more than 90 days from invoice date or 60 days from due date);

 

(4) accounts receivable which are subject to dispute, counterclaim, or setoff or any potential or asserted defense;

 

(5) accounts receivable to which the Bank, in its reasonable discretion based on objective criteria, deems the creditworthiness or financial condition of the debtor or obligor to be unsatisfactory;

 

(6) accounts receivable of any debtor or obligor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such debtor or obligor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due;

 

(7) accounts receivable with respect to which the debtor or obligor is the United States government or any department or agency of the United States, unless properly assigned under the Assignment of Claims Act;

 

(8) accounts receivable with respect to which the Borrower is or may become liable to the account debtor for goods sold or services rendered by such account debtor to the Borrower;

 

(9) accounts receivable with respect to which the debtor or obligor is a person or entity located in, or operating from, a foreign country;

 

(10) accounts receivable associated with aging credit memos over ninety (90) days;

 

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(11) accounts receivable due from any affiliate or related entity of the Borrower; and/or

 

(12) accounts receivable resulting from any purchase rebate.

 

Eligible Accounts Receivable may be further adjusted by offsets determined by the Bank, in its sole discretion, including, without limitation, offsets of accounts payable, delinquencies, intercompany transactions and/or other issues that may be defined by the Bank, in its sole discretion, or that may be defined within a collateral field exam. Eligible Accounts Receivable shall be tested or determined by the Bank monthly.

 

(v) The Line, and all of the Borrower’s obligations thereunder, shall be evidenced by, among other things, a promissory note (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Note”) in the form of Exhibit A hereto, the terms and provisions of which are incorporated herein by reference.

 

1.02. Interest Rate. The Borrower shall pay interest to the Bank on the unpaid principal amount due under the Line at the interest rate set forth in the Note. Interest on the Line shall be calculated on the basis of the actual number of days elapsed over a year of 360 days.

 

1.03. Payments. The Borrower shall make monthly payments to the Bank under the Line in the amounts and in the manner set forth in the Note. Payments shall be made in the discretion of the Bank, either by payment of immediately available funds or by charge to the Borrower’s operating account with the Bank.

 

1.04. Default Rate. Upon default, whether or not Bank has accelerated payment of the Note, or after maturity or after judgment has been rendered on the Note, the unpaid principal of all Advances under the Note shall, at the option of Bank, bear interest at a rate which is five percent (5.00%) per annum greater than that which would otherwise be applicable.

 

1.05. Late Charge. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, the Borrower shall pay to Bank a late fee equal to five percent (5.00%) of the required payment. Any such late charge accrued is immediately due and payable.

 

1.06. Collateral. Repayment of the Line, and all of the Borrower’s obligations and liabilities thereunder, shall be secured by, among other things: a first lien security interest in all assets and other property of the Borrower, including, without limitation, all inventory, accounts receivable, furniture, fixtures, machinery, equipment, work in process, materials, merchandise, supplies, licenses, permits and general intangibles, whether now existing or hereafter acquired, and all proceeds derived therefrom (the “Assets” or “Collateral”) pursuant to the terms of that certain Security Agreement dated as of the date hereof between the Bank and the Borrower (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Security Agreement”).

 

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1.07. Continuing Perfection. The Borrower will perform any and all steps requested by Bank to create and maintain in the Bank’s favor a valid lien on or security interest in the Collateral including, without limitation, the preparation and/or delivery of financing statements and continuation statements, supplemental security agreements, mortgages, notes and any other documents necessary, in the opinion of the Bank, to protect its interest in the Collateral, the Bank having the responsibility to file any such financing statements and continuation statements. The Bank and its designated officer are hereby appointed the Borrower’s attorney-in-fact to do all acts and things which the Bank may deem necessary to perfect and preserve the security interests and liens provided for in this Agreement, including, but not limited to, preparing and filing financing statements on behalf of the Borrower if the Borrower fails to do so upon the request of the Bank.

 

1.08. Fees. The Borrower shall pay to the Bank (i) a non-refundable commitment fee in the amount of $35,000.00, on account of the Loan, the receipt of which is hereby acknowledged, and (ii) a non-refundable annual fee in the amount of $35,000.00, which shall be due and payable on each anniversary of the closing of the Loan.

 

1.09 Capital Adequacy. If any present or future law, governmental rule, regulation, policy, guideline, directive or similar requirement (whether or not having the force of law) imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which the Bank allocates capital resources to its commitments (including any commitments hereunder), and as a result thereof, in the reasonable opinion of the Bank, the rate of return on the Bank’s capital with regard to the Loan is reduced to a level below that which the Bank could have achieved but for such circumstances, then in such case and upon notice from the Bank to the Borrower, from time to time, upon providing detailed written justification and calculation of any claimed reduction, the Borrower shall pay the Bank such additional amount or amounts as shall compensate the Bank for such reduction in the Bank’s rate of return within thirty (30) business days after receipt of such notice and Borrower’s acceptance of or failure to object to such notice. Such notice shall contain the statement of the Bank setting forth the basis for such request and a calculation of the amount or amounts in reasonable detail which shall, in the absence of manifest error, be binding upon the Borrower. In determining such amount, the Bank may use any reasonable method of averaging and attribution that it deems applicable. Any rules, regulations, policies, guidelines, directives or similar requirements adopted, promulgated or implemented in connection with (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and (b) the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States Governmental Authority, in each case pursuant to Basel III, shall in all events are deemed to have been imposed, introduced and adopted after the date of this Agreement. As used herein, the term “United States Governmental Authority” shall mean any federal government or political subdivision, or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury, or arbitration.

 

ARTICLE 2.REPRESENTATIONS AND WARRANTIES.

 

The Borrower hereby represents and warrants to the Bank that:

 

2.01 Organization. The Borrower is a corporation, duly organized and validly existing under the laws of the State of Delaware, in good standing therein, and duly qualified to transact business in all places where such qualification is necessary or advisable.

 

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2.02. Authorization, No Conflict. The execution and delivery by the Borrower of this Agreement, the Note, the Security Agreement, and all other documents contemplated hereunder to which Borrower is a party (this Agreement, the Note, the Security Agreement, and such other documents hereinafter called, the “Loan Documents”), and the performance of the transactions contemplated by the Loan Documents, are within the Borrower’s powers, have been duly authorized by all necessary action and do not and will not violate any provision of law or of the Borrower’s Certificate of Incorporation or By-Laws, or result in the breach of, or constitute a default or require any consent under any indenture or other agreement or instrument to which the Borrower is a party or by which the Borrower or its property may be bound or affected, or cause any of such property to become subject to any lien, claim or encumbrance. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower, enforceable on its terms.

 

2.03. Financial Condition. The financial statements of the Borrower heretofore furnished to the Bank (together, the “Financial Statements”), are complete and correct, were prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and accurately present the financial condition of the Borrower as of the dates of such statements and the results of its operations for the periods then ended. Since the date of the Financial Statements, there has been no material adverse change in the Borrower’s business, condition or prospects, financial or otherwise.

 

2.04. Litigation. There are no judgments or orders outstanding against the Borrower and there are no suits, investigations or proceedings pending, or, to the knowledge of the Borrower, threatened, against or affecting the Borrower which, if adversely determined, would by itself or in the aggregate have a material adverse effect on the financial condition, business or properties of the Borrower.

 

2.05. Purpose. No part of the proceeds of the Loan will be used to purchase or carry margin stock as such terms are defined in Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying margin stock, and the use of such proceeds shall not result in any violation of Regulations G, T, U or X of said Board.

 

2.06. Assets. The Borrower has good and marketable title to the Collateral, free and clear of all liens, claims, encumbrances, and security interests (as defined in the Uniform Commercial Code), except as permitted hereunder.

 

2.07. Taxes. The Borrower has filed all tax returns required to be filed and paid all taxes due or assessed, including interest and penalties, except as specifically disclosed to the Bank, in writing, with respect to taxes being contested in good faith and by appropriate proceedings, provided adequate reserves have been made.

 

2.08. Consents. No consent or approval from, or notice to or filing with, any federal, state or other regulatory authority is required in connection with the execution of, or performance under, the Loan Documents by the Borrower.

 

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2.09. ERISA. Each employee pension benefit plan (“Plan”), as defined in the Employee Retirement Income Security Act of 1974, as amended from time to time, including its rules and regulations (“ERISA”), is in material compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986 (as amended, from time to time) and any other applicable Federal or state law, and no event or condition is occurring or exists with respect to any such Plan concerning which the Borrower would be under an obligation to furnish a report to the Bank in accordance with Article 4 hereof.

 

2.10. Trademarks, Patents, Licenses, Etc. To the best knowledge of the Borrower, the Borrower possesses all trademarks, patents, licenses, permits, trade names, copyrights, proprietary rights and approvals required to conduct its business as now constituted without conflict with the rights or claimed rights of others.

 

2.11. No Misrepresentations or Material Nondisclosure. The Borrower has not made and will not make to the Bank, in this Agreement or otherwise, an untrue statement of a material fact, nor have omitted to state a material fact necessary to make any statement made not misleading.

 

2.12. Permits. The Borrower represents that it has, and will continue to have, all necessary federal, state, and local licenses, certificates, and permits relating to the Borrower and its facilities, business, operations, premises, and leaseholds, and it is in compliance with all applicable federal, state, and local laws, rules, and regulations relating to air emissions, water discharges, noise emissions, solid or liquid storage disposal, hazardous or toxic waste or substances and other environmental, health, and safety matters.

 

ARTICLE 3.CONDITIONS OF LENDING.

 

3.01. Preconditions to the Loan. The Bank shall not be obligated to make the Loan hereunder unless all legal matters incident to the transactions hereby contemplated shall be satisfactory to the Bank and its counsel, and it shall have received properly executed, as of the closing date (unless otherwise indicated herein), and in a form it deems satisfactory, the following:

 

(a) This Agreement;

 

(b) The Note;

 

(c) The Security Agreement and UCC-1 Financing Statements naming the Borrower, as Debtor, and the Bank, as Secured Party, in form and substance satisfactory to the Bank;

 

(d) A true and complete copy of the Borrower’s Certificate of Incorporation and By-Laws, and any and all amendments thereto, along with a current Certificate of Good Standing for the Borrower from all applicable jurisdictions;

 

(e) All resolutions or other documents confirming the authority of officers, members or agents of the Borrower to execute documents and otherwise to effect the transactions contemplated thereby, as deemed necessary by the Bank and/or its counsel;

 

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(f) A true and complete copy of all lease agreements as to each business premises leased by the Borrower where the Collateral, or any portion thereof, is located;

 

(g) A certificate of a reliable insurance company, licensed to conduct business in New Jersey, of appropriate insurance under Section 4.02 hereunder;

 

(h) Payment of all of the Fees referenced in Section 1.08 hereof; and

 

(i) Such additional documents, certificates and/or opinions as the Bank and/or its counsel may reasonably request.

 

ARTICLE 4.AFFIRMATIVE COVENANTS.

 

The Borrower agrees that, while any amount is outstanding hereunder, it shall comply with the following covenants:

 

4.01. Financial Statements; Tax Returns; Reports. The Borrower shall comply, or cause others to comply, with the following reporting requirements:

 

(a) Annual submission of the Borrower’s audited financial statements prepared by a certified public accountant reasonably acceptable to the Bank, due within one hundred twenty (120) days after calendar year end;

 

(b) Submission of quarterly financial statements of the Borrower, due within forty-five (45) days after quarter end;

 

(c) When borrowings under the Loan are in an amount at or above $5,000,000.00, then, the Borrower shall be required to submit a signed monthly Borrowing Base Certificate in form and content acceptable to the Bank, within twenty (20) days after each month end;

 

(d) If requested by the Bank, the Borrower shall provide the Bank with a written acknowledgment by the Borrower’s accountant, on a form to be provided by the Bank, acknowledging the Bank’s reliance upon the professional accounting services provided (and to be provided) by that accountant; and

 

(e) Promptly, the Borrower shall supply the Bank with such further information regarding the business affairs and/or financial condition of the Borrower as the Bank may reasonably require.

 

4.02. Insurance. The Borrower shall keep, or cause others to keep, the following insurance in effect:

 

(a) Prepaid “Special Perils” (including flood if any property where the Collateral is located is in a special flood hazard zone), commercial property insurance policy covering all personal property comprising the Collateral, including, without limitation, replacement cost coverage and inflation adjustment endorsements. The Borrower’s commercial property insurance policy shall also include business interruption/extra expense insurance coverage (including, but not limited to, loss of income) for a limit to cover at least twelve (12) months continuing business operations. Such policies to be written for the full insurable value of the other Collateral (without deduction for depreciation or obsolescence) or other assets securing the Loan and shall name the Bank as Lender Loss Payee under a Lenders’ Loss Payable Clause with respect to the Collateral securing the Loan. The Borrower shall also carry such other insurance as may reasonably be required by the Bank.

 

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(b) Commercial General Liability insurance insuring the Borrower and naming the Bank as Additional Insured. Such liability coverage shall be in the minimum amounts of $5,000,000 per occurrence and $6,000,000 in the aggregate, which amounts may be satisfied by umbrella or excess liability policies.

 

(c) The Borrower shall maintain Workers’ Compensation/Employer Liability Coverage as required by applicable law.

 

(d) All insurance policies required hereby shall be (i) issued by companies which shall have an A.M. Best Rating Guide Stability Rating of A- or better, and a Financial Rating of VI or better, (ii) on forms, in amounts, and with deductibles, all of which are acceptable to the Bank and (iii) maintained throughout the term of the Loan, without cost to the Bank. All policies shall be deposited with the Bank (if required by the Bank), and shall contain such provisions as the Bank deems necessary or desirable to protect its interest, including, without limitation, a provision that such policy shall not be canceled, altered or in any way limited in coverage or reduced in amount unless the Bank is given thirty (30) days prior written notice or ten (10) days prior written notice of non-payment of premium.

 

4.03. Maintain Business. The Borrower shall continue to engage in the same type of business as it is presently engaged in or such other business that is reasonably related or incidental thereto, and shall preserve its existence and good standing and all the material rights, privileges, franchises and other properties necessary and desirable in the normal conduct of its business. The Borrower will not change its name without furnishing the Bank with at least thirty (30) days prior written notice thereof. The Borrower will notify the Bank in writing promptly after utilizing any trade name not previously submitted to the Bank.

 

4.04. Taxes and Obligations. The Borrower shall pay and discharge (a) all taxes, assessments and governmental charges or levies imposed on them or their income or profits or any of their properties prior to the date on which penalties attach thereto and (b) all lawful obligations and claims which, if unpaid, might cause a lien or charge to be created against any of their properties, except any such tax, assessment, charge or levy, the payment of which is being contested in good faith by proper proceedings, provided escrows or reserves, satisfactory to the Bank, have been established by the Borrower.

 

4.05. Compliance with Laws. The Borrower shall comply with all applicable laws, regulations and orders of any governmental authority.

 

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4.06. Notices. The Borrower shall furnish to the Bank, promptly after it learns thereof and in no event more than thirty (30) days after it learns thereof:

 

(a) Written notice of (i) any violations from any regulatory agencies concerning it or its properties or assets, (ii) any threatened or pending litigation or governmental or administrative proceeding concerning it or its properties or assets, (iii) any default under any other material agreement to which the Borrower is a party, (iv) any default or Event of Default hereunder together with a statement by a responsible officer of the Borrower describing the action, if any, which the Borrower proposes to take with respect thereto, and/or (v) any material adverse change in its business or financial condition that could reasonably be expected to impair the Borrower’s ability to perform its obligations under this Agreement;

 

(b) Written notice of any “reportable event” or “prohibited transaction” (as such terms are defined in ERISA), in connection with any Plan, and a statement of the action, if any, which the Borrower proposes to take with respect thereto, and when known, any action taken by the Internal Revenue Service or Department of Labor with respect thereto. In addition, the Borrower shall provide the Bank promptly after filing or receiving thereof, with copies of all reports and notices which the Borrower files under ERISA with the Pension Benefit Guaranty Corporation (the “PBGC”) or the United States Department of Labor or which the Borrower receives from them;

 

(c) Any notice of (i) the happening of any event involving the use, spill, discharge, or cleanup of any hazardous or toxic substance or waste or any oil, petroleum distillate or pesticide on any property owned or operated by the Borrower which is in violation of Environmental Laws (a “Hazardous Discharge”); or (ii) any complaint, order, citation, or notice with regard to air emissions, water discharges, noise emissions, or any other environmental, health, or safety matter affecting the Borrower (an “Environmental Complaint”) from any person or entity, including, without limitation, the New Jersey Department of Environmental Protection, any similar governmental agency of any other state or the United States Environmental Protection Agency, then the Borrower agrees to give oral and written notice of same to the Bank within twenty-four (24) hours of its receipt of such notice;

 

(d) Any change in the legal name or trade name of the Borrower;

 

(e) Any material adverse change with respect to the business or financial condition of the Borrower;

 

(f) Any default under this Agreement or any other Loan Document;

 

(g) Any change in the locations owned or leased by Borrower where Collateral is routinely held or stored; and

 

(h) Promptly, such additional notices as the Bank may reasonably request.

 

4.07. Account Requirement. The Borrower shall establish and maintain its depository, concentration, operating and disbursement accounts at the Bank such that the primary banking relationship for the Borrower shall be maintained with the Bank for the life of the Loan. The Borrower shall have up to six (6) months to establish all required accounts.

 

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4.08. Compliance with Environmental Laws. The Borrower shall, and if necessary shall use commercially reasonable efforts to cause others to, carry on the business and operations on all property owned or operated by the Borrower so as to comply and remain in compliance with, all applicable federal, state, regional, county, or local laws, statutes, rules, regulations, or ordinances concerning public health, safety, or the environment, including, but not limited to, the Toxic Substances Control Act (15 U.S.C. 2601, et seq.), the Federal Water Pollution Control Act (33 U.S.C. 1251, et seq.), the Rivers and Harbors Act (33 U.S.C. 401, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), the Clean Air Act (42 U.S.C. 7401, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601, et seq.), the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. 9671, et seq.), and the Hazardous Materials Transportation Act (49 U.S.C. 1801, et seq.), the Safe Drinking Water Act (42 U.S.C. §300(f), et seq.), and/or the regulations promulgated in relation thereto, all as the same may be amended from time to time (collectively, the “Federal Statutes”), and the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the New Jersey Environmental Cleanup Responsibility Act, as amended by the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1k-6 et seq.) (collectively, “ISRA”), the Site Remediation Reform Act (N.J.S.A. 58:10C-1 et. seq.), the Administrative Requirements for the Remediation of Contaminated Sites (N.J.A.C. 7:26C-1.1, et. seq.), the New Jersey Spill Compensation and Control Act (N.J.S.A. 58:10-23.11b et seq.) (the “Spill Act”), the New Jersey Solid Waste Management Act (N.J.S.A. 13:1E, et seq.), the New Jersey Underground Storage Tank Act (N.J.S.A. 58:10A-21 et seq.), the New Jersey Water Pollution Control Act (N.J.S.A. 58:10A-1 et seq.), the New Jersey Air Pollution Control Act (N.J.S.A. 26:2C-1 et seq.), the New Jersey Worker and Community Right to Know Act (N.J.S.A. 34:5A-1 et seq.), and the New Jersey Toxic Catastrophe Prevention Act (N.J.S.A. 13:1-19, et seq.), and all rules, regulations, and guidance documents promulgated or published thereunder, and any state, regional, county, or local statute, law, rule, regulation or ordinance relating to public health, safety, or the environment, including, without limitation, (i) relating to releases, discharges, emissions, or disposals to air, water, land, or groundwater; (ii) to the withdrawal or use of groundwater; (iii) to the use, handling, or disposal of polychlorinated byphenyls (PCBs), asbestos or urea formaldehyde; (iv) to the treatment, storage, disposal, or management of hazardous substances (including, without limitation, petroleum, its derivatives, by-products, or other hydrocarbons), and any other solid, liquid, or gaseous substance, exposure to which is prohibited, limited, or regulated, or may or could pose a hazard to the health and safety of the occupants of the site and facility or the property adjacent to or surrounding the site; (v) to the exposure of persons to toxic, hazardous, or other controlled, prohibited, or regulated substances; and (vi) to the transportation, storage, disposal management, or release of gaseous or liquid substances, and any regulation, order, injunction, judgment, declaration, notice or demand issued.

 

4.09. Minimum Trailing 12-Month Debt Service Coverage Ratio Requirement. The Borrower shall, at all times, maintain a minimum 12-month trailing Debt Service Coverage Ratio of 1.50:1.00 to be tested quarterly by the Bank beginning with quarter end 12/31/2025. As used herein, the terms “DSCR” and “Debt Service Coverage Ratio” shall be defined as {the Borrower’s net profit plus depreciation, interest and amortization less non-recurring gains/income plus non-recurring losses/expenses minus dividends paid} divided by {the scheduled payments of principal and interest of the Borrower}. All calculations used in determining the DSCR shall be performed by the Bank in its reasonable discretion and based upon its receipt and review of the financial statements of the Borrower which shall be in form and content acceptable to the Bank.

 

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4.10. Maximum Debt to Tangible Net Worth Ratio Requirement. The Borrower shall, at all times, maintain a maximum Debt to Tangible Net Worth Ratio of 2.00:1.00 to be tested quarterly by the Bank beginning with quarter end 12/31/2025. As used herein, the term “Debt to Tangible Net Worth Ratio” shall be defined as {total liabilities} divided by {Effective Tangible Net Worth}. “Effective Tangible Net Worth” shall mean Assets less Liabilities, Intangibles and Due from Related Parties plus Subordinated Debt. All calculations used in determining the Debt to Tangible Net Worth Ratio shall be performed by the Bank in its reasonable discretion and based upon its receipt and review of the financial statements of the Borrower which shall be in form and content acceptable to the Bank.

 

4.11 Inspection of Books and Records; Collateral Audits. The Borrower shall permit any of the Bank’s officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of the Borrower, to examine and audit all of the Borrower’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at the Borrower’s expense at the standard rates charged by the Bank for such activities, plus the Bank’s reasonable out-of-pocket expenses. The Bank shall have the right to order, at Borrower’s expense, an annual field exam of Borrower’s accounts receivable and inventory, to be performed by a third party vendor to be engaged by the Bank.

 

ARTICLE 5.NEGATIVE COVENANTS.

 

5.01 Certain Negative Covenants. The Borrower agrees that while any amount is outstanding under the Note, or for so long as any commitment exists to extend credit hereunder, the Borrower shall not, without the prior written consent of the Bank:

 

(a) Sell, assign, transfer or otherwise dispose of any stock, shares, membership, partnership or other ownership interest in the Borrower, except for change in ownership related to exercise of warrants existing as of the date hereof;

 

(b) Enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets or acquire all or substantially all of the business or assets of another person, except that: (i) any subsidiary of the Borrower may be merged or consolidated into the Borrower; (ii) any subsidiary may be merged or consolidated into any other subsidiary;

 

(c) Create or suffer, or permit to exist, any lien, encumbrance, pledge, mortgage or security interest in or upon any of its assets or other properties, now or hereafter existing, except: (i) liens existing on the date hereof and reflected in the financial statements or tax returns referred to in Section 4.01 hereof; (ii) liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings if adequate escrows, satisfactory to the Bank, have been established by the Borrower; or (iii) carriers’, warehousemen’s, mechanics’, or materialmen’s, repairmen’s or other like liens arising as a matter of law in the ordinary course of business securing amounts which are not due for a period of more than thirty (30) days;

 

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(d) Enter into a negative pledge agreement with any person or entity (other than the Bank) covering any material portion of its assets or other properties, now or hereafter existing; or

 

(e) Create or suffer, any: (i) additional indebtedness for borrowed money (except for said debts that are incurred in the normal course of business and do not exceed $50,000.00 individually or in the aggregate); (ii) obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (iii) unfunded vested benefits under plans maintained for employees of the Borrower covered by ERISA; or (iv) assume, endorse, be or become liable for or guarantee the obligations of any other party.

 

ARTICLE 6. DEFAULT.

 

6.01. Events of Default. Each of the following is an event of default (an “Event of Default”) under this Agreement:

 

(a) The failure to make any payment required under this Agreement, the Note or any other Loan Document on its due date;

 

(b) Any material breach by the Borrower of any term, covenant or agreement contained herein or in any of the other Loan Documents that remains uncured for thirty (30) days after written notice thereof from the Bank (or if such breach cannot reasonably be cured within such period, an additional thirty (30) days, for a total of sixty (60) days, so long as Borrower has commenced and is diligently pursuing such cure), or any Event of Default as defined in any Loan Document shall occur;

 

(c) The default of the Borrower under any other obligation to the Bank, or any third party, now existing or hereafter arising;

 

(d) Any representation, warranty or disclosure made to the Bank in the Loan Documents by the Borrower proves to be materially false or misleading as of the date when made;

 

(e) The institution of proceedings by or against the Borrower or any guarantor or obligor of the Loan under any bankruptcy or insolvency law, or any law for the benefit of creditors or relief of debtors (provided, however, the institution of involuntary proceedings against the Borrower shall not be an event of default if such proceedings shall be discharged or dismissed within sixty (60) days after the commencement date thereof), or a custodianship, trusteeship, receivership or assignment for the benefit of creditors shall be imposed upon the Borrower, the Collateral (or a substantial part thereof) or any guarantor or obligor of the Loan or sought by the Borrower, any guarantor or obligor of the Loan or by any other person or a petition for debtor’s relief under any state or federal bankruptcy, reorganization or insolvency law, shall be filed against or by the Borrower, any guarantor or obligor of the Loan or by such other person;

 

(f) There occurs any event which in the Bank’s judgment materially adversely affects: (i) the ability of the Borrower or any guarantor or obligor of the Loan to perform any of their respective obligations hereunder or under any of the Loan Documents; (ii) the business or financial condition of the Borrower or any guarantor or obligor of the Loan; or (iii) the value of the Assets or any other collateral or the Bank’s security therein;

 

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(g) The transfer of title to any portion of, or interest in, the Assets or any other collateral securing repayment of the Loan, except for inventory in the ordinary course of business;

 

(h) The legal division, separation, dissolution, liquidation or termination of the Borrower;

 

(i) The existence of any financing, mortgage or other lien on or security interest in the Assets or any other collateral securing repayment of the Loan, other than liens and security interests in favor of the Bank and any permitted and existing as of the date hereof;

 

(j) Any material change in the ownership or control of the Borrower exceeding 25% of the voting interests, without the Bank’s prior written consent (not to be unreasonably withheld), whether voluntary, involuntary or by operation of law;

 

(k) The Borrower or any guarantor or obligor of the Loan, or any of their respective assets, become subject to any final, non-appealable judgment, lien, attachment or execution exceeding $250,000 individually or $500,000 in aggregate, which has not been stayed, bonded, insured or discharged within sixty (60) days after its entry or levy;

 

(l) An event or condition occurs or exists with respect to any Plan concerning which the Borrower is under any obligation to furnish a report to the Bank in accordance with Section 4.06 hereof or as a result thereof the Borrower has incurred or in the opinion of the Bank is reasonably likely to incur a liability to a Plan and/or the PBGC which is material in relation to the Borrower’s financial condition;

 

(m) The loss of any necessary governmental license or permit for the operation of the business operated by the Borrower; or

 

(n) The failure to observe or comply with any of the terms, provisions and/or conditions of the commitment letter dated July 31, 2025, issued by the Bank to the Borrower, provided, however, that in the event of a conflict between the terms and/or provisions of the Commitment Letter and the terms and/or provisions of the Loan Documents, the terms and/or provisions of the Loan Documents shall govern.

 

6.02. Remedies. If there is an Event of Default, the Bank may, without presentment, demand, protest, notice or other formality (all of which are waived by the Borrower):

 

(a) Declare the full unpaid principal amount outstanding under the Note, together with all accrued interest thereon, to be immediately due and payable, whereupon such amounts shall be immediately due and payable; or

 

(b) Foreclose or exercise any of its rights with respect to any Collateral without waiving its rights to proceed against any other Collateral or other entities or individuals directly or indirectly responsible for payment of the Loan; or

 

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(c) Exercise any other remedies under applicable law, or under this Agreement or any other Loan Document, including but not limited to proceeding to enforce its right by suit in equity, action at law or other appropriate proceeding, whether for payment or the specific performance of the covenants or agreements contained in this Agreement or any other Loan Document; or

 

All remedies of the Bank provided for herein are cumulative and shall be in addition to all other rights or remedies of the Bank. The Borrower shall be liable for all costs, charges and expenses, and other sums incurred or advanced by the Bank (including reasonable attorney’s fees and disbursements) to preserve the Collateral, collect on the Loan, protect the Bank’s interests in or realize on the Collateral or to enforce the Bank’s rights against the Borrower.

 

6.03 Right of Set-Off; Security Interest. The Borrower hereby grants to Bank, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to Bank, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of the Bank and the successors and assigns or in transit to any of them, other than deposits or funds held by the Borrower in trust for another. At any time, after an Event of Default, without demand or notice (any such notice being expressly waived by Borrower), Bank may setoff the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Loan. Bank shall provide Borrower with five (5) business days’ prior written notice before exercising any right of setoff against any operating accounts necessary for Borrower’s day-to-day business operations.

 

ARTICLE 7.MISCELLANEOUS.

 

7.01. Cross-Default. A material default under any other material agreement between the Bank and the Borrower which remains uncured after any applicable cure period shall constitute an Event of Default under this Agreement, and an Event of Default under this Agreement which remains uncured after any applicable cure period shall constitute an event of default under any other such agreement between the Bank and the Borrower.

 

7.02. Indemnification. At all times the Borrower shall defend and indemnify and hold the Bank (which for the purposes of this paragraph shall include the present or future shareholder, officers, directors, employees, representatives, agents, licensees and assigns of the Bank) harmless from and against any and all liabilities, claims, demands, suits, proceedings, actions, causes of action, losses, damages, settlements, judgments, recoveries, costs and expenses (including reasonable fees and actual disbursements of counsel) resulting from any breach of the representations, warranties, agreements or covenants made by the Borrower in this Agreement or any other Loan Document, arising from or connected with the transactions contemplated by this Agreement or any other Loan Document, or any of the rights and properties assigned or pledged to the Bank, except to the extent arising from the gross negligence or willful misconduct of the Bank.

 

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7.03. Amendments, Waivers, Etc. No amendment or waiver of any provision in the Loan Documents or consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure by the Bank to exercise in whole or part, and no delay in so exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

 

7.04. Survival. All representations and warranties made herein or pursuant hereto shall survive the making of the Loan hereunder.

 

7.05. Usury. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the Loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted to be charged by Bank to Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date.

 

7.06. Payment of Fees and Expenses. The Borrower shall pay within 30 days of written invoice all reasonable and documented out-of-pocket expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with the Bank’s exercise, preservation or enforcement of any of its rights, remedies or options hereunder, including, without limitation, reasonable fees of outside legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any reasonable fees or expenses associated with travel or other costs relating to any appraisals or examinations conducted in connection with the Loan or Collateral therefor, provided that such expenses are pre-approved by Borrower for any non-default related matters. Such expenses shall bear interest at the non-default rate applicable to principal hereunder if not paid within such 30-day period.

 

7.07. Governing Law. This Agreement shall be deemed to have been made under, governed by and construed in accordance with, the laws of the State of New Jersey (excluding the laws applicable to conflicts or choice of law).

 

7.08. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder.

 

7.09. Notices. Notices under this Agreement shall be delivered personally, by a nationally recognized overnight carrier, or by registered or certified mail to the Bank at 10 Woodbridge Center Drive, 3rd Floor, Woodbridge, New Jersey 07095, Attention: Tom Spencer, Vice President, and to the Borrower at the address shown on the first page hereof. Notice personally delivered shall be effective as of delivery or, if sent by overnight, registered or certified mail, on the date of mailing.

 

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7.10. Subsidiaries. If the Borrower has any subsidiaries (defined as corporations in which the Borrower owns or controls the majority of the capital stock with ordinary voting power) all representations, covenants and conditions referring to the Borrower shall also apply to its subsidiaries, and, all financial statements and tests shall apply to the Borrower and its subsidiaries on a consolidated and consolidating basis.

 

7.11. Captions. The captions and headings hereunder are for convenience only and shall not affect the interpretation or construction of this Agreement.

 

7.12. Severability. The provisions of this Agreement shall be severable; if any provision shall be held invalid or unenforceable in whole or in part the determination shall not affect the remaining provisions of this Agreement in any manner.

 

7.13. Disclosure. The Bank is hereby authorized to disclose any financial or other information it may have about the Borrower to any present or future participant or prospective participant, any regulatory body or agency having jurisdiction over the Bank, or to any successor to all or any part of the Bank’s interest herein, provided that any such recipient agrees in writing to maintain the confidentiality of such information except as required by law.

 

7.14. Replacement of Note/Security Document. Upon receipt of an affidavit of an officer of Bank as to the loss, theft, destruction or mutilation of the Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of the Note or other security document, Borrower will issue, in lieu thereof, a replacement note or other security document in the same principal amount thereof and otherwise of like tenor.

 

7.15. WAIVER OF TRIAL BY JURY. THE BORROWER AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CIVIL LITIGATION BASED HEREIN, OR ARISING OUT OF, UNDER IN CONNECTION WITH THE NOTE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THE NOTE AND MAKE THE LOAN TO THE BORROWER.

 

7.16. Assignments and Participations. The Bank may sell, assign, transfer, negotiate or grant participations to other financial institutions in all or part of the obligations of the Borrower outstanding under the Loan Documents, provided that (i) any such sale, assignment, transfer, negotiation or participation shall be in compliance with the applicable federal and state securities laws, and (ii) the Bank shall use commercially reasonable efforts to provide written notice to the Borrower of any such transaction within thirty (30) days after the effective date. The Bank may, in connection with any actual or proposed assignment or participation, disclose to the actual or proposed assignee or participant, any information relating to the Borrower or any other party to the Loan transaction.

 

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7.17. Patriot Act Compliance. The Bank hereby notifies the Borrower that pursuant to the requirements of the Patriot Act and the Bank’s policies and practices, the Bank is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Bank to identify the Borrower in accordance with the Patriot Act. The Borrower represents and covenants that it is not and will not become a person (individually, a “Prohibited Person” and collectively “Prohibited Persons”) listed on the OFAC List or otherwise subject to any other prohibitions or restriction imposed by any laws administered by OFAC (collectively the “OFAC Rules”). The Borrower represents and covenants that it also (a) is not and will not become owned or controlled by a Prohibited Person, (b) is not acting and will not act for or on behalf of a Prohibited Person, (c) is not otherwise associated with and will not become associated with a Prohibited Person, (d) is not providing and will not provide any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person. The Borrower shall immediately notify the Bank if the Borrower has knowledge that any beneficial owner of the Borrower is or becomes a Prohibited Person or (i) is indicted on or (ii) arraigned and held over on charges involving money laundering or predicate crimes to money laundering. The Borrower will not enter into any lease or any other transaction or undertake any activities related to the Loan in violation of the Anti-Money Laundering laws. The Borrower shall (A) not use or permit the use of any proceeds of the Loan in any way that will violate either the OFAC Rules or any anti-money laundering laws or anti-terrorism laws, (B) comply and cause all of its subsidiaries to comply with applicable OFAC Rules, anti-terrorism laws and anti-money laundering laws, (C) provide information as the Bank may require from time to time to permit the Bank to satisfy its obligations under the OFAC Rules, anti-terrorism laws and/or the anti-money laundering laws and (D) not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the foregoing. The Borrower shall immediately notify the Bank if any tenant becomes a Prohibited Person or (1) is convicted of, (2) pleads nolo contendere to, (3) is indicted on, or (4) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.

 

7.18 Counterparts. This Agreement may be executed in several counterparts, and by the parties hereto on separate counterparts, each of which is an original but all of which together shall constitute one document.

 

7.19 Consent to Electronic Delivery. The Borrower hereby explicitly consents to the electronic delivery of the terms of the transaction evidenced by this instrument. The Borrower agrees that its present intent to be bound by this instrument may be evidenced by transmission of digital images of signed signature pages via facsimile, email, SMS or other digital transmission and affirms that such transmission indicates a present intent to be bound by the terms of this instrument and is deemed to be valid execution and delivery as though an original ink or electronic signature. The Borrower shall deliver original executed signature pages to the Bank, but any failure to do so shall not affect the enforceability of this instrument. An electronic image of this instrument (including signature pages) shall be as effective as an original for all purposes.

 

[NO FURTHER TEXT ON THIS PAGE. SIGNATURE PAGE TO FOLLOW.]

 

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

 

BORROWER:

 

CARECLOUD, INC.,
a Delaware corporation
     
By: /s/ Ata Hadi Chaudhry  
Name: Ata Hadi Chaudhry  
Title: Co-Chief Executive Officer  

 

BANK:

 

PROVIDENT BANK
     
By: /s/ Tom Spencer  
Name: Tom Spencer  
Title: Vice President  

 

(Signature Page to Loan Agreement)

 

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EX-10.2 3 ex10-2.htm EX-10.2

 

Exhibit 10.2

 

PROVIDENT BANK

COMMERCIAL LINE OF CREDIT NOTE

 

 

Amount:   $10,000,000.00

 

Dated:       September 3, 2025

 

FOR VALUE RECEIVED, CARECLOUD, INC., a Delaware corporation (the “Borrower”) promises to pay to the order of PROVIDENT BANK (hereafter, together with its successors and assigns, the “Bank”), at its office located at 10 Woodbridge Center Drive, 3rd Floor, Woodbridge, New Jersey 07095, or at such other place as the Bank may direct, the principal sum of TEN MILLION AND 00/100 DOLLARS ($10,000,000.00), or so much thereof as may be advanced from time to time to the Borrower, together with interest, as follows:

 

1. LOAN. This Commercial Line of Credit Note (together with all extensions, renewals, modifications, substitutions and amendments thereof, this “Note”) evidences a revolving commercial line of credit in the maximum principal amount of $10,000,000.00 (the “Loan” or “Revolving Line”) which is being made available by the Bank to the Borrower in accordance with, and subject to the terms and provisions of, that certain Loan Agreement dated the date hereof by and between the Borrower and the Bank (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Loan Agreement”). This Note is subject to and governed by the terms and provisions of the Loan Agreement, all of which terms and provisions are incorporated herein by reference. All capitalized terms used herein and not defined shall have the meaning set forth in the Loan Agreement.

 

2. INTEREST RATE.

 

(a) Applicable Interest Rate. The Borrower shall pay the Bank interest on the aggregate unpaid principal balance of the Loan from the date of this Note at the Applicable Interest Rate (as hereafter defined). The terms “Applicable Interest Rate” or “Rate” as used in this Note shall mean the per annum interest rate to be applied to the unpaid principal balance of this Note, which interest rate will be an adjustable rate equal to the “Margin” over (plus) an independent index, as such index may change from time to time (the “Index”). Thus, the Rate set forth in this Note is subject to change from time to time based on changes in the Index. Except as noted below, the Index is equal to “SOFR” (as hereafter defined) adjusted and determined, without the necessity of notice to the Borrower, as of the date of this Note and on each Interest Rate Change Date. The Bank, in its sole discretion, may round the Index to four or five decimal places. Any change to the Applicable Interest Rate will not occur more often than once each month.

 

The Rate is not necessarily the lowest rate charged by the Bank on its loans and the Borrower understands that the Bank may make loans with interest rates which are not based on SOFR as well. Interest shall be calculated on the basis of the actual number of days elapsed and a year of 360 days. Both principal and interest are payable in lawful money of the United States of America at any office of the Bank in immediately available funds.

 

 

 

NOTICE: Under no circumstances will the Rate on this Note be more than the maximum rate of interest allowed by applicable law.

 

If SOFR is not available or is not published for any Reference Day, then the Bank shall, in its sole discretion, select a substitute source and/or date for determining SOFR or a substitute Index, to be effective at such time as designated by the Bank. Furthermore, if an Index Replacement Event has occurred with respect to SOFR or any then-current Index, then the Bank shall, in its sole discretion, select a substitute source and/or date for determining the Replacement Index, to be effective at such time as designated by the Bank.

 

At the time of implementation of a Replacement Index, the Bank (in its sole discretion) shall have the right to decide as to whether an adjustment (which may be a positive or negative value) to the Margin is necessary or appropriate, considering any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, and if the Bank determines that an adjustment to the Margin is necessary or appropriate, then the Bank shall have the right to do so; provided, however, that the Bank uses commercially reasonable efforts to cause the overall interest rate (after such adjustment) to be substantially equivalent to the overall interest rate before the use of the Replacement Index. Any designation of a Replacement Index and/or adjustment to the Margin will become effective without any action or consent of the Borrower. However, the Bank agrees to provide reasonably prompt notice to the Borrower of changes to the Index and/or adjustments to the Margin and will also provide the Borrower with the then-current Index upon the Borrower’s request.

 

The following definitions shall apply:

 

“Index Replacement Event” means the occurrence of one or more of the following events with respect to the then-current Index: (a) the then-current Index becomes generally unavailable or unascertainable during the term of this Note; (b) a public statement or publication of information by or on behalf of the administrator of such Index (or the published component used in the calculation thereof) announcing that it has ceased or will cease to provide such Index permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Index; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Index, an insolvency official with jurisdiction over the administrator for such Index, a resolution authority with jurisdiction over the administrator for such Index or a court or an entity with similar insolvency or resolution authority over the administrator for such Index, which states that the administrator of the Index has ceased or will cease to provide the Index permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Index; or (d) the then-current Index does not accurately or fairly reflect the cost of making or maintaining the type of loan evidenced by this Note.

 

“Interest Rate Change Date” shall mean the first (1st) day of each calendar month.

 

“Margin” shall mean three hundred (300) basis points (3.00%).

 

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“Replacement Index” means the substitute index that has been selected by the Bank to be used in replacement of the then-current Index.

 

“SOFR” means, the Term SOFR Reference Rate for an interest period of one (1) month, on the date (the “Reference Day”) that is two (2) U.S. Government Securities Business Days preceding each Interest Rate Change Date, in each case, as published by CME Group Benchmark Administration Ltd (or any successor or replacement administrator, as determined by Bank). If a Reference Day is not a U.S. Government Securities Business Day, the Reference Day shall be the immediately preceding U.S. Government Securities Business Day.

 

(b) Interest Period. The first “Interest Period” shall begin on the date principal is first advanced under this Note (the “Advance Date”) and end on (but exclude) the next succeeding Payment Date (as defined hereafter), and thereafter, each “Interest Period” shall commence on (and include) the first day immediately following the last day of the preceding Interest Period and end on (but exclude) the next Payment Date (before any adjustment for a day that is not a Business Day), provided, (i) any Interest Period that would otherwise end on (but exclude) a day which is not a Business Day shall not be extended to the next succeeding Business Day; and (ii) any Interest Period that would otherwise extend past the Maturity Date (as defined hereafter) shall end on the Maturity Date. No Interest Period shall extend beyond the scheduled maturity or due date of this Note. As used herein, the term “Business Day” means any day, other than a Saturday or a Sunday or any day on which commercial banks in New Jersey are authorized or required to close.

 

(c) Ascertaining Index. The Bank may select information sources or services in its reasonable discretion to ascertain the Index, in each case pursuant to the terms of this Note, and shall have no liability to the Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

 

(d) Conforming Changes. In connection with the implementation of a Replacement Index, the Bank will have the right to make any technical, administrative or operational changes or amendments that the Bank decides may be appropriate to reflect the adoption and implementation of such Replacement Index and to permit the administration thereof by the Bank in a manner substantially consistent with market practice or, if the Bank decides that adoption of any portion of such market practice is not administratively feasible or if the Bank determines that no market practice for the administration of such Replacement Index exists, in such other manner of administration as the Bank decides is reasonably necessary in connection with the administration of this Note and the other Loan Documents (as defined hereafter). Any changes or amendments implementing such conforming changes will become effective without any further action or consent of any other party to this Note or any other Loan Document.

 

3. TERM. The Revolving Line shall terminate, and this Note shall mature on September 1, 2027 (the “Maturity Date” or “Revolving Line Termination Date”), when all outstanding principal, interest, fees and charges due under the Loan shall be immediately due and payable.

 

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4. PAYMENTS. The Borrower shall pay principal and interest by making payments as follows:

 

(a) The Borrower shall pay accrued interest only on the aggregate unpaid principal amount of the Loan, monthly, on the first (1st) day of each and every succeeding month (each, a “Payment Date” and collectively, the “Payment Dates”), commencing on October 1, 2025, and continuing until the Maturity Date, when all outstanding principal, interest, fees and charges due under the Loan shall be immediately due and payable.

 

(b) All payments due on the Loan will be automatically charged to the Borrower’s operating or demand deposit account at the Bank bearing account no. 1059004499, which account will be maintained in good standing at the Bank during the duration of the Loan or any other loan made by the Bank to the Borrower (the “Deposit Account”).

 

(c) All payments due on the Loan will be made or charged on the applicable Payment Date, subject to adjustment in accordance with the Following Business Day Convention. The “Following Business Day Convention” means the convention for adjusting any relevant date that would otherwise fall on a day that is not a Business Day so that the date will be the first following day that is a Business Day.

 

(d) All payments shall be applied first to the payment of all fees, expenses and other amounts due to the Bank (excluding principal and interest), then to accrued interest, and the balance on account of outstanding principal; provided, however, that after an Event of Default (as defined hereafter), payments will be applied to the obligations of the Borrower to the Bank as the Bank determines in its sole discretion.

 

(e) The Borrower agrees to maintain sufficient funds in the Deposit Account to satisfy the payment due the Bank under this Note at least two (2) Business Days prior to each applicable Payment Date during the term of this Note. If sufficient funds are not available in the Deposit Account on any Payment Date to pay the amounts then due and payable under this Note, the Bank, in its sole discretion, is authorized to: (i) charge the Deposit Account for such lesser amount as shall then be available; and/or (ii) charge the Deposit Account on such later date or dates that funds shall be available in the Deposit Account to satisfy the payment then due (or balance of such payment then due). Notwithstanding the foregoing, the Borrower shall only be entitled to receive credit in respect of any payments of principal and interest due under this Note for funds actually received by the Bank as a result of any such charges to the Deposit Account. The Borrower shall be liable to the Bank for any late fees and interest on any payments not made on a timely basis by the Borrower because of insufficient funds in the Deposit Account on any Payment Date. In the event the Deposit Account continues to contain insufficient funds to fully satisfy the payments due the Bank under this Note, the Borrower shall be responsible for making all such payments from another source and in no event shall the obligations of the Borrower under this Note be affected or diminished as a result of any shortages in the Deposit Account, it being understood and agreed that the Borrower shall at all times remain liable for payment in full of all indebtedness under this Note.

 

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5. PREPAYMENTS.

 

(a) At any time during the term of the Loan, the Borrower may prepay the Loan, in whole or in part, without fee or penalty.

 

(b) All prepayments shall be applied first to unpaid fees, then to any accrued and unpaid interest and lastly to the outstanding principal balance of the Loan.

 

6. LATE FEE. If the Bank does not receive the entire amount of any payment required under this Note within ten (10) days of its due date, the Borrower shall pay a late fee of five percent (5.00%) of that entire amount. Any such late charge assessed, to the extent permitted by law, shall be immediately due and payable.

 

7. COLLATERAL. Repayment of this Note is or shall be secured by the Collateral referenced and described in Section 1.06 of the Loan Agreement. Any lien, security interest or other collateral granted to the Bank by the Borrower in connection with any other obligation to the Bank shall also secure repayment of this Note. No substitution of Collateral under this Note shall be permitted without the prior written consent of the Bank.

 

8. DEFAULT. The Borrower shall be in default under this Note upon the occurrence of any of the following events (each, an “Event of Default”):

 

(a) The failure to make any payment required under this Note or any other obligation to the Bank on its due date; or

 

(b) Any default under any of the terms, provisions and/or covenants of this Note, the Loan Agreement or any other loan or collateral document executed in connection therewith or required thereby (collectively, the “Loan Documents”) after the expiration of any applicable notice and cure periods, or any Event of Default as defined in any of the Loan Documents shall occur; or

 

(c) The occurrence of a default under any other obligation owed to the Bank, or any third party, by the Borrower, now existing or hereafter arising; or

 

(d) The failure by the Borrower to comply with any of the terms, provisions and/or conditions of the Commitment Letter dated July 31, 2025, issued by the Bank with respect to the Revolving Line, provided, however, that in the event of a conflict between the terms and/or provisions of the Commitment Letter and the terms and/or provisions of the Loan Documents, the terms and/or provisions of the Loan Documents shall govern.

 

Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances hereunder; (b) the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (c) at the Bank’s option, this Note will bear interest at the default rate of interest set forth below from the date of the occurrence of the Event of Default; and (d) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law.

 

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To the extent permitted by law, whenever there is any Event of Default under this Note, or non-payment upon demand, the rate of interest on the unpaid principal balance shall, at the option of the Bank, be five percentage points (5.00%) per annum greater than that which would otherwise be applicable. The Borrower acknowledges that: (i) such additional rate is a material inducement to the Bank to make the Loan; (ii) the Bank would not have made the Loan in the absence of the agreement of the Borrower to pay such additional rate; (iii) such additional rate represents compensation for increased risk to the Bank that the Loan will not be repaid; and (iv) such rate is not a penalty and represents a reasonable estimate of (a) the cost to the Bank in allocating its resources (both personnel and financial) to the ongoing review, monitoring, administration and collection of the Loan and (b) compensation to the Bank for losses that are difficult to ascertain.

 

The Bank does not give up its rights upon a default as a result of any delay in declaring or failing to declare a default.

 

9. CROSS-DEFAULT. The Borrower covenants and agrees that every other promissory note and all other agreements and/or guaranties relating to any debt of the Borrower to the Bank, are hereby amended for the duration of such other notes, agreements and/or guaranties to provide that an Event of Default under this Note shall constitute a default under such other notes, agreements and/or guaranties, and a default under such other notes, agreements and/or guaranties shall constitute an Event of Default under this Note.

 

10. SET-OFF. If any amount owing under this Note is not paid when it becomes due, the Bank may set off all property held by it, and funds from any account maintained with it, belonging to any Borrower or any other maker, endorser or guarantor.

 

11. WAIVERS. The Bank is not required to do any of the following before enforcing its rights under this Note:

 

(a) Demand payment of amounts due;

 

(b) Give notice that amounts due have not been paid; or

 

(c) Obtain an official certificate of non-payment.

 

12. CHANGES. This Note can only be changed by an agreement in writing signed by the Borrower and the Bank.

 

13. NOTE BINDING ON EACH BORROWER AND SUCCESSOR. All obligations under this Note are the joint and several unconditional obligations of each Borrower and all who succeed to their rights and interests. Release of any Borrower or Collateral shall not release any other Borrower or Collateral.

 

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14. GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to conflict of law principles, and the Borrower consents to the jurisdiction of the courts of the State of New Jersey to determine any questions of fact or law arising under this Note.

 

15. COSTS OF COLLECTION. If this Note is referred to any attorney for collection, the Borrower agrees to pay all costs of collection, including court costs and reasonable attorney’s fees.

 

16. WAIVER OF JURY TRIAL. BORROWER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF BANK OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH BANK OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

 

17. FURTHER ASSURANCES AND CORRECTIONS. From time to time, at the request of the Bank, the Borrower will (i) promptly correct any defect, error or omission which may be discovered in the contents of this Note or in any other Loan Document or in the execution or acknowledgment thereof; (ii) execute, acknowledge, deliver, record and/or file (or cause to be executed, acknowledged, delivered, recorded and/or filed) such further documents and instruments (including, without limitation, further mortgages, security agreements, financing statements, continuation statements and assignments of rents) and perform such further acts and provide such further assurances as may be necessary, desirable, or proper, in the Bank’s opinion, (A) to carry out more effectively the purposes of this Note and the Loan Documents and the transactions contemplated hereunder and thereunder, (B) to confirm the rights created under this Note and the other Loan Documents, (C) to protect and further the validity, priority and enforceability of this Note and the other Loan Documents and the liens and security interests created thereby, and (D) to subject to the Loan Documents any property of the Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents; and (iii) pay all costs in connection with any of the foregoing.

 

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18. NO USURY. The Bank and Borrower intend to comply at all times with applicable usury laws. If at any time such laws would ever render usurious any amounts called for under this Note or the Loan Documents, then it is Borrower’s and the Bank’s express intention that such excess amount shall be immediately credited on the principal balance of this Note (or, if this Note has been fully paid, refunded by the Bank to Borrower), and the provisions hereof shall be immediately reformed and the amounts thereafter collectible under this Note reduced, without the necessity of the execution of any further documents, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this Note. Any such crediting or refund shall not cure or waive any Event of Default by Borrower under this Note or the other Loan Documents. If at any time following any reduction in the interest rate payable by Borrower, there remains unpaid any principal amount under this Note and the maximum interest rate not prohibited by applicable law is increased or eliminated, then the interest rate payable under this Note shall be readjusted, to the extent not prohibited by law, so that the dollar amount of interest payable hereunder shall be equal to the dollar amount of interest which would have been paid by Borrower without giving effect to the reduction in interest resulting from compliance with applicable usury laws. Borrower agrees that in determining whether or not any interest payable under this Note or the Loan Documents exceeds the highest rate prohibited by law, any non-principal payment (except payments specifically stated in this Note or in the Loan Documents to be “interest”), including, without limitation, prepayment fees and late charges, shall, to the maximum extent not prohibited by law, be an expense, fee, premium or penalty rather than interest.

 

19. RIGHTS CUMULATIVE. The rights and remedies of the Bank under this Note and the Loan Documents shall be cumulative and concurrent and at the sole discretion of the Bank may be pursued singly, successively, or together and exercised as often as the Bank shall desire. Time is of the essence under this Note. The failure of the Bank to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Nothing herein contained shall be construed as limiting the Bank to the remedies mentioned above.

 

20. PLEDGE TO THE FEDERAL RESERVE. The Bank may at any time pledge or assign all or any portion of its rights under the Loan Documents, including any portion of this Note, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release the Bank from its obligations under any of the Loan Documents.

 

21. RIGHTS TO SELL PORTION OF LOAN TO A PROSPECTIVE PARTICIPANT. The Bank shall have the unrestricted right at any time and from time to time, and without the consent of but on notice to the Borrower, to grant to one or more banks or other financial institutions (each, a “Participant”) participating interests in the Bank’s obligation to lend hereunder and/or any or all of the Loan held by the Bank hereunder, the granting of which participations shall be at no cost to the Borrower. In the event of any such grant by the Bank of a participating interest to a Participant, whether or not upon notice to the Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations hereunder. The Bank may furnish any information concerning the Borrower in its possession from time to time to prospective Participants, provided that the Bank shall require any such prospective Participant to agree in writing to maintain the confidentiality of such information. Notwithstanding the foregoing or anything to the contrary contained herein, the Bank shall also have the unrestricted right at any time to sell, transfer and/or assign all of its interest in the Loan and the Loan Documents to an affiliate of the Bank or to any third party as it sees fit, without the consent of the Borrower.

 

22. INTEGRATION. This Note is intended by the parties as the final, complete and exclusive statement of the transaction evidenced by this Note. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superceded by this Note and no party is relying on any promise, agreement or understanding not set forth in this Note. This Note may not be amended or modified except by a written instrument describing such amendment or modification executed by the Borrower and the Bank.

 

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23. USE OF PROCEEDS (REGULATION U). No portion of the proceeds of the Loan shall be used, in whole or in part, for the purpose of purchasing or carrying any “margin stock” as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

 

24. REPLACEMENT OF NOTE. Upon receipt of an affidavit of an officer of the Bank as to the loss, theft, destruction or mutilation of this Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note or other security document, the Borrower will issue, in lieu thereof, a replacement note or other security document in the same principal amount thereof and otherwise of like tenor.

 

25. LOAN NOT ASSUMABLE. The Bank and the Borrower acknowledge and agree that the Loan, and the obligations and/or liabilities of the Borrower thereunder, are not assumable.

 

26. BENEFICIAL OWNERSHIP. If the Borrower is obligated to certify beneficial owner information at the time the Loan is made, modified and/or continued or any account associated with the Loan is opened, the Borrower shall be responsible for notifying the Bank of any changes to the certified beneficial ownership information that was provided to the Bank. Such notice shall be made to the Bank as soon as practical upon a change to the beneficial ownership information in a form and manner acceptable to the Bank.

 

27. CONSENT TO ELECTRONIC DELIVERY. THE BORROWER HEREBY EXPLICITLY CONSENTS TO THE ELECTRONIC DELIVERY OF THE TERMS OF THE TRANSACTION EVIDENCED BY THIS INSTRUMENT. THE BORROWER AGREES THAT ITS PRESENT INTENT TO BE BOUND BY THIS INSTRUMENT MAY BE EVIDENCED BY TRANSMISSION OF DIGITAL IMAGES OF SIGNED SIGNATURE PAGES VIA FACSIMILE, EMAIL, SMS OR OTHER DIGITAL TRANSMISSION AND AFFIRMS THAT SUCH TRANSMISSION INDICATES A PRESENT INTENT TO BE BOUND BY THE TERMS OF THIS INSTRUMENT AND IS DEEMED TO BE VALID EXECUTION AND DELIVERY AS THOUGH AN ORIGINAL INK OR ELECTRONIC SIGNATURE. THE BORROWER SHALL DELIVER ORIGINAL EXECUTED SIGNATURE PAGES TO THE BANK, BUT ANY FAILURE TO DO SO SHALL NOT AFFECT THE ENFORCEABILITY OF THIS INSTRUMENT. AN ELECTRONIC IMAGE OF THIS INSTRUMENT (INCLUDING SIGNATURE PAGES) SHALL BE AS EFFECTIVE AS AN ORIGINAL FOR ALL PURPOSES.

 

Whenever used herein, the singular number shall include the plural, the plural the singular, and the words “Bank” and “Borrower” shall include their respective successors and assigns.

 

[NO FURTHER TEXT ON THIS PAGE. SIGNATURE PAGE TO FOLLOW.]

 

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IN WITNESS WHEREOF, and intending to be legally bound, the Borrower has executed this Commercial Line of Credit Note as of the day and year first set forth above.

 

  CARECLOUD, INC.
  a Delaware corporation
     
  By: /s/ Ata Ul Hadi Chaudhry
  Name: Ata Ul Hadi Chaudhry
  Title: Co-Chief Executive Officer

 

STATE OF NEW JERSEY )  
  ) SS.:  
COUNTY OF SOMERSET )  

 

I certify that on this 3rd day of September, 2025, Ata Ul Hadi Chaudhry personally appeared before me who I am satisfied is the person who signed the within instrument as Co-Chief Executive Officer of CARECLOUD, INC., a Delaware corporation, and he acknowledged that the attached document was made by the corporation and sealed with its corporate seal, was signed, sealed and delivered by him as such officer and is the voluntary act of the corporation, made by virtue of authority from its Board of Directors.

 

Witness my hand and official seal, this 3rd day of September, 2025.

 

  /s/ Kristen Rothe
  Notary Public

 

(Signature Page to Commercial Line of Credit Note)

 

 

 

EX-99.1 4 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

CareCloud Secures Credit Facility on Favorable Terms with Provident Bank to Support Medsphere Acquisition

 

New Facility Replaces Prior Acquisition-Related Promissory Note Obligation to Wells Fargo; Provides More Favorable Terms and Strengthens Liquidity while Supporting Future Growth

 

SOMERSET, N.J., September 9, 2025 (GLOBE NEWSWIRE) – CareCloud, Inc. (NASDAQ: CCLD, CCLDO) (“CareCloud” or the “Company”), a leader in healthcare technology and AI-powered solutions for hospitals and medical practices nationwide, today announced it has closed a new $10 million credit facility with Provident Bank (“Provident”) on September 3, 2025, approximately $8.3 million of which was drawn down at closing to support the recent acquisition of the assets of Medsphere Systems Corporation (“Medsphere”). This is the Company’s sole credit facility, and its terms are far more favorable than those of the Wells Fargo promissory note, which was replaced in full by this facility.

 

“Our new credit facility provides CareCloud with improved flexibility, a lower cost of borrowing, and the financial strength to continue executing on our strategy,” said Norm Roth, Interim Chief Financial Officer of CareCloud. “This new facility will further support the recent Medsphere acquisition, which had a total purchase price of $16.5 million, $8.25 million of which we paid at closing from internally-generated cash flow, with the balance now being financed through this facility. We intend to fully pay down the Medsphere-related obligation by the middle of 2026, through internally generated cash flow.”

 

The Provident facility currently bears an interest rate of SOFR plus 3%, which presently equates to less than 7.5%, marking a significant discount to the acquisition-related Wells Fargo promissory note. The facility carries a two-year term.

 

Additional details regarding the Provident facility are available in CareCloud’s Form 8-K, which is being filed today.

 

About CareCloud

 

CareCloud brings disciplined innovation to the business of healthcare. Our suite of AI and technology-enabled solutions helps clients increase financial and operational performance, streamline clinical workflows and improve the patient experience. More than 40,000 providers count on CareCloud to help them improve patient care, while reducing administrative burdens and operating costs. Learn more about our products and services, including revenue cycle management (RCM), practice management (PM), electronic health records (EHR), business intelligence, patient experience management (PXM) and digital health, at carecloud.com.

 

Follow CareCloud on LinkedIn, X and Facebook.

 

For additional information, please visit our website at carecloud.com. To listen to video presentations by CareCloud’s management team, read recent press releases and view the latest investor presentation, please visit ir.carecloud.com.

 

 

 

Forward-Looking Statements

 

This press release contains various forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “shall,” “should,” “could”, “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “seeks,” “estimates,” “predicts,” “possible,” “potential,” “target,” or “continue” or the negative of these terms or other comparable terminology.

 

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Forward-looking statements in this press release include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures, expected growth, profitability and business outlook, and the expected results from the integration of our acquisitions. Past operational or stock price performance is not an indication of future performance.

 

These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to the Company’s ability to manage growth, migrate newly acquired customers and retain new and existing customers, maintain cost-effective global operations, increase operational efficiency and reduce operating costs, predict and properly adjust to changes in reimbursement and other industry regulations and trends, retain the services of key personnel, develop new technologies, upgrade and adapt legacy and acquired technologies to work with evolving industry standards, compete with other companies’ products and services competitive with ours, and other important risks and uncertainties referenced and discussed under the heading titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission.

 

The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not assume any obligations to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

 

SOURCE: CareCloud

 

Company Contact:

 

Norman Roth

Interim Chief Financial Officer and Corporate Controller

CareCloud, Inc.

nroth@carecloud.com

 

Investor Contact:

 

Stephen Snyder

Co-Chief Executive Officer

CareCloud, Inc.

ir@carecloud.com