CareCloud : January 2022 Corporate Presentation

(formerly MTBC, Inc.)

Investor Presentation

January 2022

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-255094

January 27, 2022

A leading healthcare technology company with a complete suite of proprietary, cloud- based solutions for healthcare providers

NASDAQ Global Market: MTBC, MTBCP

Statement about Free Writing Prospectus

The issuer has filed a registration statement with the SEC for the offering to which this presentation relates. This free writing prospectus relates to the proposed public offering of Series B Preferred Stock of CareCloud, Inc. (the "Company"), registered in a Registration Statement on Form S-3 (the "Registration Statement"), Commission File No. 333-255094. This free writing prospectus should be read together with the Registration Statement and the prospectus supplement included in that Registration Statement (including the risk factors described therein), which can be accessed through the following link:

https://www.sec.gov/Archives/edgar/data/1582982/000149315222002359/form424b5.htm

You may also access the Company's annual reports, quarterly and current reports, proxy statements and other information on the SEC website through the following link:

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001582982&type=&dateb=&owner=exclude&count=100&search_text=

Before you invest, you should read the Registration Statement, the prospectus supplement and the other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. or on CareCloud's investor relations web site at ir.carecloud.com. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the entire prospectus if you request it by calling Bill Korn at [phone] x 133 or emailing [e-mail].

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Safe Harbor Statements

This presentation contains forward-looking statements within the meaning of the federal securities laws. 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 "anticipate", "believe", "continue", "could", "estimate", "expect", "goals", "intend", "likely", "may", "might", "plan", "potential", "predict", "project", "should", "will" or the negative of these terms or other similar terms and phrases.

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 presentation include, without limitation, statements reflecting management's expectations for future financial performance and operating expenditures, expected growth, including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations, profitability and business outlook, increased sales and marketing expenses, and the expected results from the integration of our acquisitions.

Forward-looking statements are only current predictions and are subject to substantial known and unknown risks, uncertainties, and other factors that may cause our (or our industry's) actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include our ability to:

• Manage our growth, including acquiring, partnering with, and effectively integrating acquired businesses into our infrastructure and avoiding legal exposure and liabilities associated with acquired companies and assets;
• Retain our clients and revenue levels, including effectively migrating new clients and maintaining or growing the revenue levels of our new and existing clients;
• Maintain operations in our offshore offices in a manner that continues to enable us to offer competitively priced products and services;
• Keep pace with a rapidly changing healthcare industry;
• Consistently achieve and maintain compliance with a myriad of federal, state, foreign, local, payor and industry requirements, regulations, rules, laws and contracts;
• Maintain and protect the privacy of confidential and protected Company, client and patient information;
• Develop new technologies, upgrade and adapt legacy and acquired technologies to work with evolving industry standards and third-party software platforms and technologies, and protect and enforce all of these and other intellectual property rights;
• Attract and retain key officers and employees, and the continued involvement of Mahmud Haq as Executive Chairman and A. Hadi Chaudhry as Chief Executive Officer and President, all of which are critical to our ongoing operations, growing our business and integrating of our newly acquired businesses;
• Comply with covenants contained in our credit agreement with our senior secured lender, Silicon Valley Bank and other future debt facilities;
• Pay our monthly preferred dividends to the holders of our preferred stock;
• Compete with other companies developing products and selling services competitive with ours, and who may have greater resources and name recognition than we have;
• Respond to the uncertainty resulting from the ongoing Covid-19 pandemic and the impact it may have on our operations, the demand for our services, and economic activity in general; and
• Keep and increase market acceptance of our products and services.

Although we believe that the expectations reflected in the forward-looking statements contained in this presentation are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

In this presentation, we disclose certain non-GAAP historical and projected financial measures, including Adjusted EBITDA. We believe that these non-GAAP financial measures provide useful information to both management and investors by excluding certain items and expenses that are not indicative of our core operating results or do not reflect our normal business operations. Our use of non-GAAP financial measures has certain limitations in that such non-GAAP financial measures may not be directly comparable to those reported by other companies. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP measures. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

The statements in this presentation are made as of the date of this presentation, and 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.

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Transaction Overview

Issuer

Security

Ticker / Exchange

Proposed Offering Size

Shares Offered / Option to Purchase Additional Shares

Liquidation Preference per Share

Price Talk

Dividends

Optional Redemption

Special Optional Redemption

DRD/QDI Eligible

Use of Proceeds

Expected Pricing Date

Bookrunning Managers

Co-Managers

CareCloud, Inc.

Series B Cumulative Redeemable Perpetual Preferred Stock ("Series B Preferred Stock")

MTBCO / Nasdaq Global Market

$25,000,000(1)

1,000,000(1) + 15% Option to Purchase Additional Shares

$25.00

7.875% - 8.125% yield

Payable monthly on the 15th day of each month, provided that if any dividend payment date is not a business day, then the dividend that would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day without adjustment in the amount of the dividend. The first dividend on the Series B Preferred Stock is scheduled to be paid on or about March 15, 2022, which may be for more or less than a full month, and will cover the period from the first date of issuance of the Series B Preferred Stock shares through, but not including, February 28, 2022.

The Series B Preferred Stock is not redeemable by the Issuer prior to February 15, 2024, except as described below under "Special Optional Redemption." The Series B Preferred Stock may be redeemed for cash in whole or in part at any time at the Issuer's option (i) on or after February 15, 2024 and prior to February 15, 2025 at a price equal to $25.75 per share, (ii) on or after February 15, 2025 and prior to February 15, 2026 at a price equal to $25.50 per share (iii) on or after February 15, 2026 and prior to February 15, 2027 at a price equal to $25.25 per share and (iv) on or after February 15, 2027 at a price equal to $25.00 per share, plus (in each case noted above) accrued and unpaid dividends to, but excluding, the date of redemption.

Upon the occurrence of a Change of Control (as defined in the transaction documents), the Issuer may, at its option, upon not less than 30 nor more than 60 days' written notice, redeem the Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but not including, the redemption date. If the Issuer does not exercise this option, shareholders of Series B Preferred Stock may elect to exchange their shares for shares of the Issuer's common stock, where the number of shares of its common stock issued will equal (1) the redemption price plus any accumulated and unpaid dividends thereon divided by (2) the Common Stock Price (as defined in the transaction documents) for such Change of Control.

Yes, once Issuer reports positive federal taxable income. Dividends are currently treated as non-dividend distributions which reduce shareholder basis, since Issuer has reported negative current and accumulated earnings and profits (as defined in the U.S. federal tax code).

The Issuer intends to use up to $7.5 million of net proceeds from this offering for working capital, general corporate purposes and growth initiatives, including potential future acquisitions, although the Issuer has no present plans, arrangements, commitments or agreements for any such acquisitions. The Issuer intends to use remaining net proceeds to redeem a portion of the outstanding shares of Series A Preferred Stock.

1/27/2022

B. Riley Securities, Ladenburg Thalmann, EF Hutton

Aegis Capital Corp., The Benchmark Company, Boenning & Scattergood, Chapin Davis, Colliers Securities LLC, Maxim Group LLC

1) Actual offering size may differ materially from the figures shown; offering size to be determined by negotiations between the Company and the underwriters.

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Our Company

A fully-integrated,cloud-based solution to optimize the clinical, financial, patient and analytics workflows

for healthcare organizations across a large addressable market

Company Profile

Founded in 2000, IPO in 2014

Industry leading software platforms across Clinical, Financial and Patient Experience

Powering healthcare transactions at scale including $6 B in insurance claims and patients' receivables

4,000 global employees with over 500 R&D and IT staff members

Approx. 40,000 providers leveraging our products and services in 80 medical specialties

Serving over 2,600 large & small medical practices, hospitals and health systems nationwide

Significant growth trajectory over several quarters

and industry leading metrics across the business

Customer Profiles

Large Physician Groups

Small Medical Practices

Health Systems

Industry Partners

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