CareCloud, Inc 8-K/A, filed Jul 24, 2026
CareCloud, Inc. (CCLD)
About this 8-K/A
CareCloud, Inc filed this 8-K/A on July 24, 2026, reporting on events of April 13, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 22, 2026 (
(Exact name of registrant as specified in its charter)
| (State or
other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
(Address of principal executive offices, zip code)
(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 | ||
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. ☐
Explanatory Note
On July 22, 2026, Mr. Haq and two trusts, one controlled by Mr. Haq and the other one controlled by his wife (the “Trusts”), entered into a Securities Account Pledge Agreement and a Securities Account Control Agreement with Citizens, as administrative agent, in connection with the pledge of securities accounts consisting of 4,300,000 shares of the Company’s common stock owned by Mr. Haq and the Trusts. Further, on July 22, 2026, the Company issued the Warrant to Mr. Haq. This Amendment No. 1 to the Original Report is being filed by the Company for the purpose of supplementing Item 9.01 of the Original Report to include the Securities Account Pledge Agreement, the Securities Account Control Agreement and the Warrant as exhibits.
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure set forth in Item 1.01 of the Original Report is hereby incorporated by reference.
In connection with the Credit Facility described in the Original Report, on July 22, 2026, Mr. Haq and the Trusts entered into a Securities Account Pledge Agreement (“Pledge Agreement”) in favor of Citizens, whereby Mr. Haq and the Trusts pledged certain securities accounts consisting of 4,300,000 shares of the Company’s common stock to Citizens as additional collateral support for the Credit Facility. The pledge generally remains in effect until the later of the second anniversary of the closing of the Credit Facility and the date on which the Company certifies that its consolidated leverage ratio does not exceed 1.25 to 1.00, and in all events terminates upon payment in full of the secured obligations under the Credit Facility. Following an event of default that remains uncured after the applicable 15-business-day notice period, Citizens may exercise customary secured-party remedies with respect to the pledged collateral, subject to the terms of the Pledge Agreement.
On July 22, 2026, Mr. Haq and the Trusts entered into a Securities Account Control Agreement (“Control Agreement”) with Citizens, as Administrative Agent, and Citizens Securities Inc. (“Citizens Securities”), as Securities Intermediary. Under the Securities Account Control Agreement, Citizens may deliver to Citizens Securities a notice of exclusive control over the securities accounts in which the pledged stock is held and maintained by Citizens Securities, and thereafter deliver to Citizens Securities “entitlement orders” (as defined in Section 8-102(a)(8) of the Uniform Commercial Code) directing the transfer or sale of the pledged stock in such securities accounts. Prior to the delivery of a notice of exclusive control following the occurrence and continuation of an event of default under the Credit Facility and the expiration of a 15-business-day cure period, Mr. Haq and the Trusts generally retain the right to vote the pledged shares and receive dividends and other distributions with respect thereto, subject to the certain restrictions set forth in the Control Agreement.
In consideration of Mr. Haq’s pledge, on July 22, 2026, the Company issued the Warrant to Mr. Haq. The Warrant has a term of five years and has customary anti-dilution provisions, vesting in monthly installments over a 12-month period, and a net share settlement feature.
The foregoing descriptions of the Warrant, the Pledge Agreement and the Control Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment No. 1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Common Stock Purchase Warrant | ||
| 10.2 | Securities Account Pledge Agreement | ||
| 10.3 | Securities Account Control Agreement | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 24, 2026 | By: | /s/ Norman Roth |
| Norman Roth | ||
| Interim Chief Financial Officer and Corporate Controller | ||
Exhibit 4.1
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
COMMON STOCK PURCHASE WARRANT
CareCloud, Inc.
Warrant to Purchase 4,300,000 Shares of Common Stock
Issue Date: July 22, 2026
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Mahmud Haq (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to purchase from CareCloud, Inc., a Delaware corporation (the “Company”), 4,300,000 shares of Common Stock (the “Warrant Shares”) at a purchase price per share equal to $5.00 (the “Exercise Price”). This Warrant is being issued in connection with a financing arrangement entered into in April 2026 by the Company with Citizens Bank, N.A., pursuant to which the Holder has agreed to pledge certain of his personal securities accounts to secure the Company’s obligations under such financing.
Section 1. Definitions.
Business Day means any day other than a Saturday, Sunday, or a day on which commercial banks in New York are closed.
Common Stock means the common stock of the Company, par value $0.001 per share.
Exercise Period ends July 21, 2031.
Trading Day means any day on which the Nasdaq Global Market (or such other national securities exchange on which the Common Stock is then listed) is open for trading.
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Section 2. Exercise of Warrant.
(a) Exercise. Warrant may be exercised by delivery of notice and payment until the end of the Exercise Period.
(b) Issuance. Shares delivered within 2 Trading Days of the Company’s receipt of notice and payment.
(c) Fractional Shares. No fractional shares issued.
(d) Net Share Settlement. The Holder may exercise this Warrant via net share settlement. The formula for such settlement shall be as follows. X = Y × (A − B) / A where: X=the number of Warrant Shares to be issued to the Holder; Y=the total number of Warrant Shares for which the Holder has elected to exercise this Warrant; A=the Fair Market Value of one Warrant Share on the Trading Day immediately preceding the exercise date; and B=the Exercise Price in effect under this Warrant as of the exercise date. For purposes of this Section 2(d), “Fair Market Value” means the closing sale price of the Common Stock on the Nasdaq Global Market (or such other national securities exchange on which the Common Stock is then listed) on the applicable Trading Day, as reported by such exchange.
(e) Vesting Schedule
| Month | Shares Vested | Cumulative | ||
| July 2026 | 680,000 | 680,000 | ||
| August 2026 | 620,000 | 1,300,000 | ||
| September 2026 | 570,000 | 1,870,000 | ||
| October 2026 | 520,000 | 2,390,000 | ||
| November 2026 | 470,000 | 2,860,000 | ||
| December 2026 | 420,000 | 3,280,000 | ||
| January 2027 | 360,000 | 3,640,000 | ||
| February 2027 | 300,000 | 3,940,000 | ||
| March 2027 | 200,000 | 4,140,000 | ||
| April 2027 | 100,000 | 4,240,000 | ||
| May 2027 | 40,000 | 4,280,000 | ||
| June 2027 | 20,000 | 4,300,000 |
(f) Additional Approvals. Notwithstanding anything to the contrary in this Warrant, if any further approval is deemed required by the Company after consultation with counsel for the issuance of this Warrant or the issuance of any Warrant Shares upon exercise hereof, then this Warrant shall be subject to such approval, the Company shall use commercially reasonable efforts to obtain such approval at the earliest practicable date, and this Warrant shall not be exercisable, and the Company shall have no obligation to issue any Warrant Shares upon exercise hereof, unless and until such approval has been obtained. For the avoidance of doubt, unless otherwise prohibited by applicable law, rule or regulation, vesting under Section 2(e) shall continue during the period prior to the receipt of any required approval hereunder.
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Section 3. Adjustments.
(a) Stock Splits, Subdivisions, and Combinations. If the Company shall at any time or from time to time after the Issue Date (i) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (ii) combine or reverse split the outstanding shares of Common Stock into a smaller number of shares, or (iii) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each such event the Exercise Price and the number of Warrant Shares shall be proportionately adjusted so that the Holder shall be entitled to receive, upon exercise of this Warrant for the same aggregate Exercise Price, the number of shares of Common Stock that the Holder would have been entitled to receive had this Warrant been exercised immediately prior to such event. Any adjustment under this Section 3(a) shall become effective at the close of business on the date the subdivision, split, combination, or reclassification becomes effective.
(b) Stock Dividends and Distributions. If the Company shall at any time or from time to time after the Issue Date declare or pay a dividend or make any other distribution on the Common Stock payable in shares of Common Stock, then the Exercise Price and the number of Warrant Shares shall be proportionately adjusted so that the Holder shall be entitled to receive, upon exercise of this Warrant for the same aggregate Exercise Price, the number of shares of Common Stock that the Holder would have been entitled to receive had this Warrant been exercised immediately prior to the record date for such dividend or distribution.
(c) Reorganization, Reclassification, Merger, or Consolidation. If at any time or from time to time after the Issue Date there shall be (i) any capital reorganization or reclassification of the Common Stock (other than as provided in Sections 3(a) and 3(b)), (ii) any consolidation or merger of the Company with or into another person or entity, or (iii) any sale, lease, or other transfer of all or substantially all of the assets of the Company to another person or entity, then, as a condition of such reorganization, reclassification, consolidation, merger, or transfer, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of this Warrant the kind and amount of shares of stock, other securities, money, or property receivable upon such reorganization, reclassification, consolidation, merger, or transfer by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reorganization, reclassification, consolidation, merger, or transfer.
(d) No Other Adjustments. Except as expressly set forth in this Section 3, no adjustment to the Exercise Price or the number of Warrant Shares shall be made in connection with the issuance by the Company of any shares of Common Stock or other equity securities for any consideration and for any purpose, whether by way of public or private offering, acquisition, employee or director compensation, or otherwise.
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(e) Notice of Adjustments. Upon any adjustment of the Exercise Price or the number of Warrant Shares pursuant to this Section 3, the Company shall give prompt written notice thereof to the Holder, setting forth in reasonable detail the event requiring the adjustment and the method of calculation thereof.
Section 4. Miscellaneous.
(a) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
(b) Jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New Jersey and the United States District Court for the District of New Jersey for the purpose of any action or proceeding arising out of or relating to this Warrant, and each of the parties hereto irrevocably agrees that all claims with respect to such action or proceeding may be heard and determined in such courts.
(c) Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to such subject matter.
(d) Amendment and Waiver. This Warrant may be amended or modified, and any provision hereof may be waived, only by a written instrument signed by the Company and the Holder.
(e) Severability. If any provision of this Warrant is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(f) Legend. Each certificate or book-entry representing shares of Common Stock issued upon exercise of this Warrant shall bear a legend substantially in the form of the restrictive legend set forth on the cover page of this Warrant, until such time as such shares have been registered under the Securities Act or sold pursuant to Rule 144 thereunder.
(g) Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means (including by email in .pdf format or by electronic signature) shall be effective as delivery of an original executed counterpart.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF
| CARECLOUD, INC. | ||
| By: | /s/ Stephen Snyder | |
| Name: | Stephen Snyder | |
| Title: | Chief Executive Officer | |
Authorized pursuant to Board approval dated March 10, 2026.
| ACKNOWLEDGED AND AGREED: | |
| /s/ Mahmud Haq | |
| Mahmud Haq |
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Exhibit 10.2
SECURITIES ACCOUNT PLEDGE AGREEMENT
This Securities Account Pledge Agreement (“Agreement”), dated as of July 22, 2026, is made by MAHMUD HAQ, an individual (“M. Haq”), THE MAHMUD HAQ 2020 FAMILY TRUST, an irrevocable trust established under the laws of the State of New Jersey (the “Mahmud Trust”) and THE MEHNAZ HAQ 2020 IRREVOCABLE TRUST, an irrevocable trust established under the laws of the State of New Jersey (the “Mehnaz Trust”, and together with M. Haq and the Mahmud Trust, individually and collectively, “Pledgor”), in favor of CITIZENS BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) under the Credit Agreement referred to in the next paragraph acting on behalf of the Secured Parties.
Background
A. Reference is made to the Credit Agreement, dated as of April 13, 2026, by and among CareCloud, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto and Administrative Agent (as the same has been and may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the same meanings assigned to such terms in the Credit Agreement or in Article 8 and Article 9 of the UCC (as defined below), as applicable.
B. Pledgor will receive substantial direct and indirect benefits from the extension of credit to the Borrower under the Credit Agreement, and it is a condition to the obligations of the Lenders to make Loans under the Credit Agreement that Pledgor execute and deliver this Agreement.
C. This Agreement is given and is intended to provide additional security for the Secured Obligations to the Secured Parties.
NOW THEREFORE, for other good and sufficient consideration, the receipt of which is hereby acknowledged, Pledgor, intending to be legally bound hereby, covenants and agrees as follows:
1. As security for the Secured Obligations, Pledgor hereby pledges, transfers and assigns to Administrative Agent, and grants to Administrative Agent, for the benefit of the Secured Parties, a continuing Lien on, and security interest in, all of Pledgor’s right, title, and interest in the securities accounts described on the attached Schedule A (the “Securities Accounts”) together with all additions, replacements and substitutions thereto and all resulting interest, distributions, dividends and proceeds thereof (collectively, the “Collateral”).
2. The pledge and security interest described herein shall continue in effect to secure all Secured Obligations from time to time outstanding unless and until the later of (a) two (2) years from the Closing Date (as defined in the Credit Agreement) and (b) the date upon which the Borrower certifies to Administrative Agent in writing that the Consolidated Leverage Ratio (as defined in the Credit Agreement) is not greater than 1.25 to 1.00. Under any circumstances, the pledge and security interest described herein shall terminate at the time all Secured Obligations have been indefeasibly paid and satisfied in full. Upon the termination of this Agreement, Administrative Agent agrees to execute and deliver any reasonably requested documentation to confirm such termination.
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3. Each Pledgor hereby represents and warrants, on behalf of itself, that:
a. Except as pledged herein, Pledgor has not sold, assigned, transferred, pledged or granted any option or security interest in or otherwise hypothecated the Collateral in any manner whatsoever and the Collateral is pledged herewith free and clear of any and all liens, security interests, encumbrances, claims, pledges, restrictions, legends, and options;
b. Pledgor has the full power and authority to execute, deliver, and perform under this Agreement and to pledge the Collateral hereunder;
c. This Agreement constitutes the valid and binding obligation of Pledgor, enforceable in accordance with its terms, and the pledge of the Collateral referred to herein is not in violation of and shall not create any default under any material agreement, undertaking or obligation of Pledgor; and
d. The Collateral has been duly and validly authorized and issued by the issuer thereof and such Collateral is fully paid for and non-assessable.
4. If an Event of Default occurs, and is continuing under the Credit Agreement after fifteen (15) Business Days have elapsed following delivery by the Administrative Agent to the Borrower of written notice specifying the applicable Event of Default in reasonable detail, and such Event of Default has not been cured or otherwise ceased to exist, then Administrative Agent may, at its sole option, exercise from time to time with respect to the Collateral, any and/or all rights and remedies available to it hereunder, under the Uniform Commercial Code, as in effect from time to time, in the State of New York (“UCC”), or otherwise available to it, at law or in equity, including, without limitation, the right to dispose of the Collateral at public or private sale(s) or other proceedings, and Pledgor agrees that, if permitted by law, Administrative Agent, for the benefit of the Secured Parties, or its nominee may become the purchaser at any such sale(s).
5. a. In addition to all other rights granted to Administrative Agent herein, or otherwise available at law or in equity, Administrative Agent shall have the following rights, each of which may be exercised at Administrative Agent’s sole discretion (but without any obligation to do so), at any time during the continuation of any Event of Default under the Credit Agreement, without further consent of Pledgor: (i) transfer the whole or any part of the Collateral into the name of itself or its nominee or to conduct a sale of the Collateral pursuant to the UCC or pursuant to any other applicable law; (ii) vote the Collateral; (iii) notify the persons obligated on any of the Collateral to make payment to Administrative Agent, of any amounts due or to become due thereon; (iv) release, surrender or exchange any of the Collateral at any time, or to compromise any dispute with respect to the same; and (v) deliver a notice of exclusive control (“Notice of Exclusive Control”) pursuant to the Control Agreement (as defined below). Administrative Agent, for the benefit of the Secured Parties, may proceed against the Collateral, or any other collateral securing the Secured Obligations, in any order, and against Pledgor and any other obligor, jointly and/or severally, in any order to satisfy the Secured Obligations. Pledgor waives and releases any right to require Administrative Agent to first collect any of the Secured Obligations secured hereby from any other collateral of Pledgor or any other party securing the Secured Obligations under any theory of marshalling of assets, or otherwise; provided, however, that prior to exercising any remedy that would result in a transfer of ownership or voting control of the Collateral, Administrative Agent shall provide at least fifteen (15) Business Days prior written notice to Pledgor and Borrower and shall use commercially reasonable efforts to comply with applicable securities laws in connection with any such transfer. All rights and remedies of Administrative Agent are cumulative, not alternative.
b. Without limiting any other rights or remedies, Pledgor hereby irrevocably appoints Administrative Agent its attorney-in-fact, subject to the terms hereof and limited to the actions expressly set forth in clauses (i) through (iii) of this paragraph, during the continuation of such Event of Default under the Credit Agreement, at Administrative Agent’s option, (i) to effectuate the transfer of the Collateral on the books of the holder or intermediary thereof to the name of Administrative Agent, for the benefit of the Secured Parties, or to the name of Administrative Agent’s nominee, designee or assignee; (ii) to endorse and collect checks payable to Pledgor representing distributions or other payments on the Collateral; and (iii) to carry out the terms and provisions hereof.
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c. Administrative Agent is hereby authorized to file financing statements naming Pledgor as debtor (without Pledgor’s signature), in accordance with the UCC. Pledgor hereby authorizes Administrative Agent to file all financing statements and amendments to financing statements describing the Collateral in any filing office as Administrative Agent, in its sole discretion may determine.
d. Pledgor hereby agrees to cause each holder or intermediary holding the Collateral to execute and deliver to Administrative Agent a securities account control agreement (the “Control Agreement”), in form and substance reasonably satisfactory to Administrative Agent, which shall authorize and instruct each such holder or intermediary to comply with any instruction received by it from Administrative Agent in writing that (a) states that an Event of Default has occurred and (b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Pledgor, and Pledgor agrees that each such holder or intermediary shall be fully protected in so complying.
6. The proceeds of any sale or other disposition of, or realization upon, the Collateral by Administrative Agent may be applied to, or on account of, the Secured Obligations and in such order as Administrative Agent may elect including to the Expenses.
7. Pledgor recognizes that Administrative Agent may be unable to effect, or may effect only after such delay which would adversely affect the value that might be realized from the Collateral, a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (“Securities Act”) and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees that any such private sale may be at prices and on terms less favorable to Administrative Agent or the seller than if sold at public sales, and therefore recognizes and confirms that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were made privately. Pledgor agrees that Administrative Agent has no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act.
8. So long as no Event of Default has occurred and is continuing under the Credit Agreement, and until Administrative Agent delivers a Notice of Exclusive Control, Pledgor shall retain the sole right to vote the Collateral and exercise all rights of ownership with respect to all questions for all purposes not inconsistent with the terms hereof. The pledge of the Collateral hereunder does not constitute a transfer of beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934, and Administrative Agent shall not hold itself out as beneficial owner of the Collateral unless and until it has acquired title thereto through the exercise of remedies hereunder.
9. Administrative Agent shall have no obligation to take any steps to preserve, protect or defend the rights of Pledgor or Administrative Agent in the Collateral against other parties. Administrative Agent shall have no obligation to sell or otherwise deal with the Collateral at any time for any reason, whether or not upon request of Pledgor, and whether or not the value of the Collateral, in the opinion of Administrative Agent or Pledgor, is more or less than the aggregate amount of the Secured Obligations secured hereby, and any such refusal or inaction by Administrative Agent shall not be deemed a breach of any duty which Administrative Agent may have under law to preserve the Collateral. Except as provided by applicable law, no duty, obligation or responsibility of any kind is intended to be delegated to or assumed by Administrative Agent at any time with respect to the Collateral.
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10. To the extent Administrative Agent is required by law to give Pledgor prior notice of any public or private sale, or other disposition of the Collateral, Pledgor agrees that twenty (20) Business Days prior written notice to Pledgor shall be a commercially reasonable and sufficient notice of such sale or other intended disposition; provided that Administrative Agent shall use commercially reasonable efforts to minimize market disruption to Borrower’s common stock in connection with any such sale or disposition.
11. Each Pledgor shall indemnify, defend and hold harmless Administrative Agent from and against any and all claims, losses and liabilities resulting from any breach by such Pledgor of Pledgor’s representations and covenants under this Agreement; provided that such indemnity shall not be available to the extent that such claims, losses, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of Administrative Agent.
12. Pledgor hereby waives notice of (a) acceptance of this Agreement, (b) the existence and incurrence from time to time of any Secured Obligations under the Credit Agreement, and (c) demand and default hereunder.
13. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (a) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of the Secured Obligations, (b) any failure, neglect or omission on Administrative Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Secured Obligations, (c) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (d) the invalidity or unenforceability of any Secured Obligations or rights in any Collateral under the Credit Agreement, (e) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Secured Obligations or (f) the commencement of any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or against Pledgor.
14. Pledgor covenants and agrees that Pledgor shall not, without the prior written consent of Administrative Agent, sell, encumber or grant any lien, security interest or option on or with respect to any of the Collateral.
15. No omission or delay by Administrative Agent in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any Default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Pledgor no waiver will be valid unless in writing and signed by Administrative Agent and then only to the extent specified.
16. This Agreement and all related documents delivered hereunder shall be construed as integrated and complementary of each other, and as augmenting and not restricting Administrative Agent’s rights and remedies. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by Pledgor and Administrative Agent.
17. Administrative Agent acknowledges that Borrower is a reporting company under the Securities Exchange Act of 1934, as amended, and that this Agreement and any exercise of remedies hereunder may give rise to disclosure obligations thereunder. Administrative Agent agrees to cooperate with Pledgor and Borrower in connection with any SEC filings required in connection with this Agreement or the exercise of remedies hereunder.
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18. THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
19. Pledgor hereby irrevocably consents to the non-exclusive jurisdiction of the Courts of the State of New York in the County of New York or the United States District Court for the Southern District of New York in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. Pledgor waives any objection which Pledgor may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Pledgor irrevocably agrees to service of process by certified mail, return receipt requested to the address of the appropriate party set forth on the signature page hereto.
20. All communications which Administrative Agent may provide to Pledgor herein shall be sent to Pledgor at the respective address set forth below in writing, and may be delivered in person, with receipt acknowledged, or sent by nationally reorganized overnight courier service or by United States mail, registered or certified, return receipt requested, postage prepaid.
21. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Pledgor may not transfer, assign or delegate any of its duties or obligations hereunder.
22. PLEDGOR (AND ADMINISTRATIVE AGENT BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND SECURED OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER THE LOAN DOCUMENTS.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Securities Account Pledge Agreement has been executed and delivered as of the date first set forth above.
| PLEDGOR: | ||
| Witness: | ||
| /s/ Norman Roth | /s/ Mahmud Haq | |
| MAHMUD HAQ, an individual | ||
| Address: | ||
| 7 Clyde Road | ||
| Somerset, NJ 08873 | ||
| /s/ Norman Roth | /s/ Mehnaz Haq | |
| MEHNAZ HAQ, as Trustee of | ||
| The Mahmud Haq 2020 Family Trust | ||
| Address: | ||
| 7 Clyde Road | ||
| Somerset, NJ 08873 | ||
| /s/ Norman Roth | /s/ Mahmud Haq | |
| MAHMUD HAQ, as Trustee of | ||
| The Mehnaz Haq 2020 Irrevocable Trust | ||
| Address: | ||
| 7 Clyde Road | ||
| Somerset, NJ 08873 |
(Signature Page to Securities Account Pledge Agreement)
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Schedule A
Securities Accounts and Balances
| Account | Issuer | Security Type | CUSIP | Balance of Shares | ||||
| Personal | CareCloud, Inc. | Common Stock | 14167R100 | 1,894,000 | ||||
| The Mehnaz Haq 2020 Irrevocable Trust | CareCloud, Inc. | Common Stock | 14167R100 | 1,203,000 | ||||
| The Mahmud Haq 2020 Family Trust | CareCloud, Inc. | Common Stock | 14167R100 | 1,203,000 | ||||
| Total | 4,300,000 |
(Schedule A to Securities Account Pledge Agreement))
Exhibit 10.3
SECURITIES ACCOUNT CONTROL AGREEMENT
This SECURITIES ACCOUNT CONTROL AGREEMENT (the “Control Agreement”) is entered into as of July 22, 2026, by and among MAHMUD HAQ, an individual (“M. Haq”), THE MAHMUD HAQ 2020 FAMILY TRUST, an irrevocable trust established under the laws of the State of New Jersey (the “Mahmud Trust”) and THE MEHNAZ HAQ 2020 IRREVOCABLE TRUST, an irrevocable trust established under the laws of the State of New Jersey (the “Mehnaz Trust”, and together with M. Haq and the Mahmud Trust, individually and collectively, “Pledgor”), CITIZENS BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) for the Secured Parties under the Credit Agreement (as defined below), and CITIZENS SECURITIES INC., a securities intermediary (“Securities Intermediary,” and together with Pledgor and Administrative Agent, each a “Party” and collectively the “Parties”).
RECITALS
WHEREAS, reference is made to that certain Credit Agreement dated as of April 13, 2026, as amended by that certain First Amendment to Credit Agreement dated as of June 25, 2026, effective as of May 6, 2026 (the “Credit Agreement”), among CareCloud, Inc., a Delaware corporation (“Borrower”), the lenders from time to time party thereto (“Lenders”), and Administrative Agent, as administrative agent;
WHEREAS, Pledgor has entered into that certain Securities Account Pledge Agreement dated as of the date hereof (the “Pledge Agreement”) in favor of Administrative Agent for the benefit of the Secured Parties (as defined below), pursuant to which Pledgor has pledged certain securities accounts and the securities and other property held therein as collateral for the Secured Obligations (as defined below);
WHEREAS, Securities Intermediary maintains certain securities accounts for Pledgor in which shares of common stock of Borrower owned by Pledgor are held; and
WHEREAS, the Parties are entering into this Control Agreement to perfect the security interest of Administrative Agent in the Securities Accounts (as defined below) and the Collateral held therein in accordance with Article 8 and Article 9 of the Uniform Commercial Code.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
Section 1. DEFINITIONS.
1.1. Defined Terms. As used in this Control Agreement, the following terms have the meanings specified below:
“Collateral” means all of Pledgor’s right, title and interest in, to and under the Securities Accounts, together with all additions, replacements and substitutions thereto and all resulting interest, distributions, dividends and proceeds thereof.
“Entitlement Order” has the meaning set forth in Section 8-102(a)(8) of the UCC.
“Event of Default” has the meaning set forth in the Credit Agreement.
“Notice of Exclusive Control” means a written notice from Administrative Agent to Securities Intermediary substantially in the form attached hereto as Exhibit A, stating that an Event of Default has occurred and is continuing under the Credit Agreement and that Administrative Agent is exercising exclusive control over the Securities Accounts.
“Pledged Shares” means the 4,300,000 shares of common stock of Borrower owned by Pledgor held in the Securities Accounts, consisting of: (a) 1,894,000 shares held in the Personal Account (as defined below); (b) 1,203,000 shares held in the Mehnaz Haq Trust Account (as defined below); and (c) 1,203,000 shares held in the Mahmud Haq Family Trust Account (as defined below).
“Secured Obligations” has the meaning set forth in the Credit Agreement.
“Secured Parties” has the meaning set forth in the Credit Agreement.
“Securities Accounts” means, collectively: (a) Securities account No. _NEC000355_ maintained by Securities Intermediary in the name of M. Haq, as more particularly described in Schedule A to the Pledge Agreement (the “Personal Account”); (b) Securities account No. _NEC000357_ maintained by Securities Intermediary in the name of the Mehnaz Trust, as more particularly described in Schedule A to the Pledge Agreement (the “Mehnaz Haq Trust Account”); and (c) Securities account No. _NEC000358_ maintained by Securities Intermediary in the name of the Mahmud Trust, as more particularly described in Schedule A to the Pledge Agreement (the “Mahmud Haq Family Trust Account”).
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.
1.2. Terms; Generally. Capitalized terms used but not otherwise defined in this Control
Agreement shall have the meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in Articles 8 and 9 of the UCC.
1.3. Construction. The rules of construction set forth in Section 1.3 of the Credit Agreement shall apply to this Control Agreement, mutatis mutandis.
Section 2. SECURITIES INTERMEDIARY CONTROL.
2.1. Control. Securities Intermediary agrees that it will comply with any Entitlement Order originated by Administrative Agent with respect to the Securities Accounts and the Collateral without further consent by Pledgor or any other person. Administrative Agent shall promptly notify Pledgor upon transmittal of any Entitlement Order to Securities Intermediary. This Control Agreement is intended to establish “control” by Administrative Agent over the Securities Accounts within the meaning of Section 8-106(d) of the UCC. Administrative Agent agrees that it will not originate any Entitlement Order with respect to the Securities Accounts unless an Event of Default has occurred and is continuing and a Notice of Exclusive Control has been delivered to Securities Intermediary in accordance with Section 2.3.
2.2. Pledgor’s Rights Prior to Notice of Exclusive Control. Until Securities Intermediary receives a Notice of Exclusive Control from Administrative Agent (and has had a reasonable amount of time to act thereupon), Pledgor shall be entitled, in accordance with the client brokerage agreement, to (i) give instructions to Securities Intermediary with respect to the Securities Accounts and the Collateral, including instructions to vote, receive dividends, income and distributions, and otherwise exercise rights with respect to the Pledged Shares; (ii) permit, notwithstanding the restrictions provided for in this Section 2.2, Securities Intermediary to have any fees for Securities Intermediary’s services deducted from the Securities Accounts (and to liquidate any shares necessary, in the event there is insufficient cash in the Securities Accounts); provided that as between Pledgor and Administrative Agent, Pledgor agrees that it shall not, without the prior written consent of Administrative Agent:
(a) Withdraw, transfer, or dispose of any Collateral from the Securities Accounts (including, without limitation, margining, rehypothecation, short sales, options, derivatives and journal transfers);
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(b) Close any Securities Account;
(c) Grant any security interest or lien in the Securities Accounts or the Collateral to any person other than Administrative Agent; or
(d) Enter into any other control agreement or similar arrangement with respect to the Securities Accounts, consistent with this Agreement and Applicable law.
For clarification purposes, Securities Intermediary shall not have any responsibility for ensuring or verifying that Pledgor has the right to take any of the forementioned actions or that it has received prior written consent of Administrative Agent, and shall have no liability in the event that Pledgor acts without such consent or authority.
2.3. Effect of Notice of Exclusive Control. Upon receipt by Securities Intermediary of a Notice of Exclusive Control from Administrative Agent, and after a reasonable amount of time to act thereupon:
(a) Securities Intermediary shall comply solely with Entitlement Orders and other
instructions originated by Administrative Agent with respect to the Securities Accounts and the Collateral;
(b) Securities Intermediary shall cease to comply with any Entitlement Orders or other instructions originated by Pledgor or any person other than Administrative Agent;
(c) Administrative Agent shall have the exclusive right to direct the disposition of the Collateral, including the right to direct the sale, transfer, or liquidation of the Pledged Shares, in each case subject to Section 8 of this Control Agreement; and
(d) Securities Intermediary shall take such actions as Administrative Agent may direct to effectuate the foregoing.
2.4. Cure Period. Notwithstanding the foregoing, Administrative Agent agrees that it will not deliver a Notice of Exclusive Control to Securities Intermediary unless (a) an Event of Default has occurred and is continuing and (b) Administrative Agent has provided Pledgor and Borrower with written notice of such Event of Default specifying the applicable Event of Default in reasonable detail and fifteen (15) Business Days have elapsed since the date of such notice without such Event of Default having been cured or otherwise ceased to exist. If at any time after delivery of a Notice of Exclusive Control, the Event of Default giving rise thereto has been cured or waived in accordance with the Credit Agreement, Administrative Agent shall promptly deliver written notice to Securities Intermediary revoking the Notice of Exclusive Control, and upon receipt of such revocation notice, the provisions of Section 2.2 shall again apply. For clarification purposes, Securities Intermediary is not a party to the Pledge Agreement and therefore shall not be responsible for abiding by any terms of the Pledge Agreement. Further, Securities Intermediary shall not have any responsibility for ensuring or verifying that an Event of Default has occurred or is continuing, or that Administrative Agent has acted with due authority pursuant to the Pledge Agreement.
2.5. Conflicting Orders. In the event Securities Intermediary receives conflicting Entitlement Orders or other instructions from Administrative Agent and Pledgor with respect to the Securities Accounts or the Collateral, Securities Intermediary shall, to the extent that Securities Intermediary has not taken action to carry out the Entitlement Orders or instructions of Pledgor that were received prior thereto, follow the Entitlement Order or instructions of Administrative Agent and not those of Pledgor, at all times until such Entitlement Order or instructions are withdrawn or rescinded by Administrative Agent in writing.
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Section 3. ACCOUNTS
3.1. Existence of Accounts. Each Securities Account has been established and is maintained by Securities Intermediary in the ordinary course of its business. Securities Intermediary is a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC.
3.2. Account Holdings. As of the date hereof, the Securities Accounts hold the Pledged Shares as set forth in Section 1.1.
3.3. No Other Control Agreements. As of the date hereof, Securities Intermediary has not entered into any other control agreement or similar agreement with any person with respect to the Securities Accounts, and Securities Intermediary has not agreed to comply with Entitlement Orders of any person other than Pledgor and Administrative Agent with respect to the Securities Accounts.
3.4. No Known Liens. Securities Intermediary has no actual knowledge of any claim to, or interest in, the Securities Accounts or the Collateral, other than the security interest of Administrative Agent and the interest of Pledgor.
3.5. [Intentionally Omitted].
3.6. Authorization. Securities Intermediary has full power and authority to execute, deliver, and perform this Control Agreement, and this Control Agreement constitutes the legal, valid, and binding obligation of Securities Intermediary, enforceable against Securities Intermediary in accordance with its terms.
3.7. Maintenance of Accounts. Securities Intermediary shall maintain the Securities Accounts and shall not close, retitle, or renumber any Securities Account without the prior written consent of Administrative Agent.
3.8. No Transfer Without Consent. After it received a Notice of Exclusive Control from Administrative Agent and has a reasonable amount of time to act thereupon, Securities Intermediary shall not transfer, withdraw, or permit the withdrawal of any Collateral from the Securities Accounts without the prior written consent of Administrative Agent, except as otherwise permitted under Section 2.2.
3.9. No Other Agreements. Securities Intermediary shall not enter into any control agreement or similar agreement with any person other than Administrative Agent with respect to the Securities Accounts, and shall not agree to comply with Entitlement Orders of any person other than Pledgor (subject to Section 2.2) and Administrative Agent.
3.10. Notice of Adverse Claims. Securities Intermediary shall promptly notify Administrative Agent in writing upon obtaining actual knowledge of:
(a) Any claim, lien, or encumbrance asserted by any person (other than Administrative Agent) against the Securities Accounts or any Collateral;
(b) Any levy, attachment, garnishment, or other legal process affecting the Securities Accounts or any Collateral; provided, however, Administrative Agent acknowledges and agrees that nothing in this Agreement is intended to prevent Securities Intermediary from complying with such levy, attachment, garnishment, or other legal process which Securities Intermediary believes in good faith affects the Securities Account and Securities Intermediary shall be held harmless from any claim of any of the parties for complying with all applicable provisions of governing statutes and valid legal processes;
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(c) Any change in the account number of any Securities Account; or
(d) Any material dispute between Securities Intermediary and Pledgor concerning the Securities Accounts.
3.11. Statements. Securities Intermediary shall provide Administrative Agent with copies of all account statements for the Securities Accounts at the same time such statements are provided to Pledgor, or upon request by Administrative Agent.
3.12. Subordination. Administrative Agent hereby agrees that Securities Intermediary does not subordinate any security interest, lien, or right of setoff that Securities Intermediary may have, now or in the future, against the Securities Accounts or the Collateral to the security interest of Administrative Agent; and further, that that Securities Intermediary shall retain its customary fees and charges for maintaining the Securities Accounts.
3.13. Financial Assets. Securities Intermediary agrees that each item of property (whether investment property, financial asset, security, instrument, cash or other property) credited to any Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.
3.14. Pledgor Authority. Pledgor represents and warrants that (a) M. Haq is the trustee of the Mehnaz Trust and has full power and authority under the governing trust instrument to pledge the Collateral held in the Mehnaz Haq Trust Account, (b) Mehnaz Haq is the trustee of the Mahmud Trust and has full power and authority under the governing trust instrument to pledge the Collateral held in the Mahmud Haq Family Trust Account, and (c) M. Haq has full power and authority to pledge the Collateral held in the Personal Account. Pledgor further represents and warrants that such pledges do not violate the terms of any trust instrument, organizational document, or other agreement to which Pledgor or any such trust is a party or by which Pledgor or any such trust is bound.
3.15. Registration. All securities or other property underlying any financial assets credited to the Securities Accounts shall be registered in the name of Securities Intermediary’s clearing broker, indorsed to Securities Intermediary or in blank, or credited to another securities account maintained in the name of Securities Intermediary, and in no case shall any financial asset credited to the Securities Accounts be registered in the name of Pledgor, payable to the order of Pledgor, or specially indorsed to Pledgor, except to the extent the foregoing have been specially indorsed to Securities Intermediary or in blank.
Section 4. PRIORITY
4.1. Acknowledgment of Security Interest. Securities Intermediary acknowledges that Administrative Agent has asserted a security interest in the Securities Accounts and all Collateral held therein. Securities Intermediary agrees that this Control Agreement is intended to establish “control” by Administrative Agent over the Securities Accounts within the meaning of Section 8-106(d) of the UCC. Securities Intermediary makes no representation or warranty as to whether this agreement constitutes a validly perfected security interest pursuant to the UCC or any other laws.
4.2. [Intentionally Omitted].
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Section 5. INDEMNIFICATION
5.1. Pledgor. Pledgor and Administrative Agent each agrees severally and jointly to indemnify, defend, and hold harmless Securities Intermediary and its directors, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses arising out of or relating to (but in each case excluding any claims, losses, liabilities, damages, costs, or expenses to the extent arising from the gross negligence, fraud, or willful misconduct of Securities Intermediary):
(a) Securities Intermediary’s actions or inactions in accordance with this Control Agreement, including compliance with any Entitlement Order or Notice of Exclusive Control from Administrative Agent or Pledgor;
(b) Any third-party claim arising out of or relating to a dispute between Pledgor and Administrative Agent concerning the Securities Accounts or the Collateral; or
(c) Any breach by Pledgor or Administrative Agent of this Control Agreement or the Pledge Agreement;
5.2. Survival. The indemnification obligations of Pledgor and Administrative Agent under this Section 5 shall survive the termination of this Control Agreement.
Section 6. STANDARD OF CARE
6.1. Standard. Securities Intermediary shall exercise the same degree of care with respect to the Securities Accounts and the Collateral as it exercises with respect to similar accounts and property maintained for its other customers, but in no event less than reasonable care.
6.2. Limitation of Liability. Securities Intermediary shall not be liable to Administrative Agent or Pledgor for any loss or damage arising from:
(a) Securities Intermediary’s compliance in good faith with any Entitlement Order or instruction that Securities Intermediary reasonably believes to be genuine and authorized;
(b) Any action taken or omitted to be taken by Securities Intermediary in good faith in connection with this Control Agreement;
(c) The acts or omissions of any third party, including any depository, clearing corporation, or issuer; or
(d) Any force majeure event, including acts of God, war, terrorism, strikes, or failures of communication or computer systems.
6.3. No Consequential Damages. Except as may be incurred pursuant to Section 5 above (Indemnification), in no event shall any Party be liable to any other Party for any indirect, special, incidental, consequential, or punitive damages, regardless of the form of action and whether or not such damages were foreseeable; provided that this Section 6.3 shall not limit any claim by Pledgor for damages arising from the bad faith or willful misconduct of Administrative Agent in connection with the delivery of a Notice of Exclusive Control or the exercise of remedies under Section 2.3. Notwithstanding the foregoing, in the event of a conflict between this Section 6.3 and any provision of the Credit Agreement, the terms and provisions of the Credit Agreement shall control with respect to Administrative Agent and Pledgor.
6.4. Reliance. Securities Intermediary may rely upon any notice, instruction, or other communication that it reasonably believes to be genuine and to have been signed or sent by an authorized representative of the Party purporting to have sent such communication. Securities Intermediary shall have no duty to inquire into or investigate the validity or accuracy of any such communication.
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6.5. Compliance with Legal Process. Securities Intermediary shall have no responsibility or liability to Administrative Agent, Pledgor, or any other person for acting in compliance with any judicial or arbitral order, judgment, decree, writ, attachment, garnishment, or other legal process relating to the Securities Accounts or the Collateral, notwithstanding that such order or process may be subsequently modified, vacated, or otherwise determined to have been without legal force or effect.
Section 7. TERMINATION. As between Pledgor and Administrative Agent this Control Agreement shall remain in full force and effect until the termination of the Pledge Agreement as set forth in Section 2 thereof. Under any circumstances, as between Pledgor and Administrative Agent, this Control Agreement shall terminate at the time all Secured Obligations have been indefeasibly paid and satisfied in full. Administrative Agent shall promptly deliver written notice of such termination to Securities Intermediary, and from and after receipt of such notice, Securities Intermediary shall have no further obligations to Administrative Agent hereunder. Upon termination, Administrative Agent shall, at Pledgor’s request, promptly execute and deliver to Pledgor and Securities Intermediary any documentation reasonably requested to confirm such termination and the release of Administrative Agent’s security interest in the Securities Accounts and the Collateral, including any UCC termination statements.
Section 8. APPLICATION OF PROCEEDS. Save for any fees owing to Securities Intermediary, the proceeds of any sale or other disposition of, or realization upon, the Collateral by Administrative Agent shall be applied in accordance with Section 8.3 of the Credit Agreement. Any proceeds remaining after the indefeasible payment and satisfaction in full of all Secured Obligations and the termination of all Commitments under the Credit Agreement shall be promptly returned to Pledgor. Administrative Agent shall comply with all applicable securities laws in connection with any sale or other disposition of the Collateral, shall conduct any such sale or disposition in a commercially reasonable manner, and shall use commercially reasonable efforts to minimize any material market disruption to Borrower’s common stock in connection with any such sale or disposition.
Section 9. WAIVER OF NOTICE. Pledgor hereby waives notice of (a) acceptance of this Control Agreement and (b) the existence and incurrence from time to time of any Secured Obligations under the Credit Agreement; provided that nothing in this Section 9 shall be deemed to waive any notice required to be given to Pledgor or Borrower under Section 2.4 of this Control Agreement.
Section 10. CONTINUING AGREEMENT. This Control Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (a) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of the Secured Obligations, (b) any failure, neglect or omission on Administrative Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Secured Obligations, (c) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (d) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Secured Obligations, or (e) the commencement of any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or against Pledgor.
Section 11. NO WAIVER. No omission or delay by Administrative Agent in exercising any right or power under this Control Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any Default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Pledgor no waiver will be valid unless in writing and signed by Administrative Agent and then only to the extent specified.
Section 12. INTEGRATION AND MODIFICATION. This Control Agreement and all related documents delivered hereunder shall be construed as integrated and complementary of each other, and as augmenting and not restricting Administrative Agent’s rights and remedies. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by each of the Parties.
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Section 13. SEC REPORTING; BENEFICIAL OWNERSHIP. Administrative Agent acknowledges that Borrower is a reporting company under the Securities Exchange Act of 1934, as amended, and that this Control Agreement and any exercise of remedies hereunder may give rise to disclosure obligations thereunder. Administrative Agent agrees to cooperate with Pledgor and Borrower in connection with any SEC filings required in connection with this Control Agreement or the exercise of remedies hereunder. The pledge of the Collateral pursuant to this Control Agreement and the Pledge Agreement does not constitute a transfer of beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934, and Administrative Agent shall not hold itself out as beneficial owner of the Collateral unless and until it has acquired title thereto through the exercise of remedies hereunder.
Section 14. GOVERNING LAW; SEVERABILITY. THIS CONTROL AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS CONTROL AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF THIS CONTROL AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
Section 15. JURISDICTION; SERVICE OF PROCESS. Each Party hereby irrevocably consents to the non-exclusive jurisdiction of the Courts of the State of New York in the County of New York or the United States District Court for the Southern District of New York in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. Each Party waives any objection which such Party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Each Party irrevocably agrees to service of process by certified mail, return receipt requested to the address of the appropriate Party set forth on the signature page hereto or as otherwise provided pursuant to Section 16.
Section 16. NOTICES. All communications provided hereunder shall be sent to the applicable Party at its respective address set forth below (or at such other address as may be designated in writing by such Party to the other Parties), and may be delivered in person, with receipt acknowledged, or sent by nationally recognized overnight courier service or by United States mail, registered or certified, return receipt requested, postage prepaid.
16.1. If to Pledgor: c/o Mahmud Haq, 7 Clyde Road, Somerset, NJ 08873
16.2. If to Citizens Bank, N.A.: 101 John F. Kennedy Parkway, Short Hills, NJ 07078, Attn: Megan Westhius
16.3. If to Citizens Securities Inc.: One Citizens Bank Way, JCB135, Johnston, RI 02919
Section 17. SUCCESSORS AND ASSIGNS. This Control Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the Parties. Pledgor may not transfer, assign or delegate any of its duties or obligations hereunder. Securities Intermediary may not assign its rights or obligations hereunder without the prior written consent of Administrative Agent and Pledgor. Administrative Agent may assign its rights and obligations hereunder only in connection with an assignment of its rights and obligations under the Credit Agreement in accordance with Section 10.4 thereof, and any such assignee shall be bound by the terms of this Control Agreement.
Section 18. JURY WAIVER. EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER THE LOAN DOCUMENTS.
Section 19. COUNTERPARTS. This Control Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Control Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed original counterpart.
[SIGNATURE PAGE BELOW]
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IN WITNESS WHEREOF, the Parties have executed this Securities Account Control Agreement as of the date first written above.
| Pledgor: | |
| /s/ Mahmud Haq | |
| Mahmud Haq, individually | |
| /s/ Mehnaz Haq | |
| Mehnaz Haq, as Trustee of | |
| The Mahmud Haq 2020 Family Trust | |
| /s/ Mahmud Haq | |
| Mahmud Haq, as Trustee of | |
| The Mehnaz Haq 2020 Irrevocable Trust |
| Administrative Agent: | CITIZENS BANK, N.A. | |
| By: | /s/ Megan Westhuis | |
| Name: | Megan Westhuis | |
| Title: | Senior Vice President | |
| Securities Intermediary: | CITIZENS SECURITIES INC. | |
| By: | /s/ Nicholas R. Watne | |
| Name: | Nicholas R. Watne | |
| Title: | Vice President | |
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EXHIBIT A
FORM OF NOTICE OF EXCLUSIVE CONTROL
[Date]
Citizens Securities Inc. [Address]
Re: Notice of Exclusive Control – Securities Account Control Agreement dated [DATE]
Ladies and Gentlemen:
Reference is made to that certain Securities Account Control Agreement dated as of [DATE] (the “Control Agreement”), by and among Mahmud Haq, The Mahmud Haq 2020 Family Trust and The Mehnaz Haq 2020 Irrevocable Trust (collectively, “Pledgor”), Citizens Bank, N.A., as administrative agent (“Administrative Agent”), and Citizens Securities Inc. (“Securities Intermediary”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Control Agreement.
Administrative Agent hereby notifies Securities Intermediary that an Event of Default has occurred and is continuing under the Credit Agreement. Pursuant to Section 2.3 of the Control Agreement, Administrative Agent is hereby exercising exclusive control over the Securities Accounts.
Upon your receipt of this Notice of Exclusive Control, and after a reasonable amount of time to act thereupon:
(a) You shall comply solely with Entitlement Orders and other instructions originated by Administrative Agent with respect to the Securities Accounts and the Collateral;
(b) You shall cease to comply with any Entitlement Orders or other instructions originated by Pledgor or any person other than Administrative Agent; and
(c) You shall take such actions as Administrative Agent may direct with respect to the Securities Accounts and the Collateral.
Please confirm your receipt of this Notice of Exclusive Control by signing and returning a copy of this letter to the undersigned.
[SIGNATURE PAGE BELOW]
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| Administrative Agent: | CITIZENS BANK, N.A., as Administrative Agent | |
| By: | ||
| Name: | ||
| Title: | ||
| Securities Intermediary: | CITIZENS SECURITIES INC. | |
| By: | ||
| Name: | ||
| Title: | ||
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