TRADEMARK SECURITY AGREEMENT

 

EXHIBIT 2.6

 

TRADEMARK SECURITY AGREEMENT

 

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

 

W I T N E S S E T H:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

(b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

 

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

 

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

 

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

 

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

 

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

 

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

 

[signature page follows]

 

 

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

 

GRANTORS:	CARECLOUD HOLDINGS, INC, a Delaware corporation
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title:	Interim Chief Financial Officer
	CARECLOUD, INC., a Delaware corporation
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title:	Interim Chief Financial Officer
	CARECLOUD HEALTH, INC., a Delaware corporation
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title:	Interim Chief Financial Officer

 

 

LENDER:	ACCEPTED AND ACKNOWLEDGED BY:
	▇▇▇▇▇ FARGO BANK, National Association, a national banking association
	By:	/s/ ▇▇▇▇▇ ▇▇
	Name:	▇▇▇▇▇ ▇▇
		Its Authorized Signatory

 

 

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

 

Trademarks

 

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

 

 

Trademark Licenses

 

None.