EXHIBIT 10.1

RIDER TO AMENDED AND
RESTATED
REVENUE SHARING
AND NOTE PURCHASE AGREEMENT 

Reference is made to the
Revenue Sharing and Note Purchase Agreement originally dated as of February 14,
2014, and amended and restated as of December 24, 2014 (as so amended and
restated, and as amended and in effect from time to time, the “Agreement”) by and among ANDREA ELECTRONICS CORPORATION, a New York corporation
(the “Company”), AND34 FUNDING LLC as collateral agent (the
“Collateral Agent”) and the financial institutions party thereto as
Purchasers.

This Rider (“Rider”) is dated as of August 10, 2016, and, upon becoming effective in
accordance with its terms, will hereafter be part of the Agreement.

WHEREAS, the Agreement
contemplated that the Company may subsequently request, and the Note Purchasers
may in their sole discretion agree to, the sale and purchase of additional
Notes;

WHEREAS, the Company now
wishes to issue and sell additional Notes to Purchasers and Purchasers are
willing to purchase such Notes (hereafter, the “Additional Notes”) subject to
the terms and conditions set forth in the Agreement and this Rider;

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


A. Definitions. Except as otherwise defined in this Rider, terms defined in the
Agreement are used herein as defined therein.

B. Rider Effect on Agreement. Except as specifically provided in this Rider,
this Rider does not alter or amend any provision or term of the Agreement, which
remains in effect. All references herein to Sections and Schedules refer to
Sections and Schedules of the Agreement. 

C. Additional Notes.


C.1. Purchase and Sale of Additional
Notes.


C.1.1. On August 10, 2016 (the
“Rider Date”) and from time to time thereafter as provided
herein, the Company agrees to issue and sell, and each Note Purchaser agrees to
purchase, for an amount equal to the original principal amount thereof and in
accordance with the percentages set forth on Schedule 2.2, Additional Notes in an aggregate original
principal amount of up to $7,000,000 (or such greater amount as the Note
Purchasers may agree in their sole discretion). The purchase price of the
Additional Notes allocated in accordance with the percentages set forth
Schedule 2.2 shall be payable in immediately available funds
by wire transfer to the deposit account of the Company as identified in writing
by the Company to the Note Purchasers prior to the Rider Date and each
subsequent date of issuance of Additional
Notes thereafter. No Note Purchaser shall be responsible for any default by any
other Note Purchaser in its obligation to acquire Additional Notes hereunder.
The Company may subsequently request, and the Note Purchasers may in their sole
discretion agree to, the sale and purchase of additional Notes in excess of such
amount. 


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C.1.2. From time to time
following the Rider Date and through the fourth anniversary of the Rider Date
(or, upon mutual prior agreement of the Company and the Majority Note Purchasers
and subject to an extension of the Maturity Date pursuant to Section C.3.1,
through the fifth anniversary of the Rider Date), on not less than 10 Business
Days prior written notice, the Company may request that the Note Purchasers
acquire, and subject to the conditions set forth in Section 3.3, the Note Purchasers shall acquire, Additional Notes in an aggregate
original principal amount of up to $7,000,000 (excluding any PIK Interest) (or
such greater amount as the Note Purchasers may agree in their sole discretion).
The proceeds of the Additional Notes shall be applied solely to the payment of
Monetization Expenses (or to reimburse the Company for the payment of
Monetization Expenses). The Company may not request Additional Notes to be
acquired more than one time in any calendar month, and any such requests shall
be in a minimum amount of $100,000. 



C.2. Interest on Additional Notes. The unpaid principal amount of the Additional
Notes (including any PIK Interest) shall bear interest at a rate equal to LIBOR
plus 2% per annum;
provided that upon and during the
continuance of an Event of Default under Section 7.1.1, the
interest rate shall increase by an additional 2% per annum. Interest on the
Additional Notes shall be paid on the last Business Day of each calendar quarter
(the “Interest Payment
Date”), starting with the
calendar quarter ending following the issuance thereof. Such interest may be
paid in cash at the option of the Company (and shall be paid in cash to the extent of any unapplied Monetization Revenues)
and otherwise shall be paid by increasing the principal amount of the Additional
Notes by the amount of such interest, effective as of the applicable Interest
Payment Date (“PIK
Interest”).

C.3. Payment of Additional Notes. 



C.3.1. Payment at Maturity. The principal of the Additional Notes and all
unpaid interest thereon or other amounts owing hereunder shall be paid in full
in cash on August 31, 2020 (the “Rider Maturity Date”);
provided that the Company may request, and at the sole
discretion and option of the Note Purchasers the Note Purchasers may consent, to
extend the applicable Rider Maturity Date for up to five one year
increments.

C.3.2. Optional Prepayments. The Company may prepay the Additional Notes
from time to time in
whole or in part, without penalty or premium. Any such prepayment shall include
accrued and unpaid interest on the amount prepaid.


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C.3.3. Mandatory Prepayments. Upon receipt of any Monetization Revenues, the
Company or the Collateral Agent, as the case may be, shall apply 100% of such
Monetization Revenues to the payment of accrued and unpaid interest on, and then
to repay outstanding principal of, the Additional Notes. Any such principal
prepayment shall be applied to the Additional Notes in the order in which the
Additional Notes were issued. Except to the extent that the Collateral Agent is
enjoined or stayed from distributing any such Monetization Revenues (other than
to the extent such enjoinder or stay arises solely from (x) a dispute among the
Purchasers or (y) a dispute between any Purchaser and the Collateral Agent),
such direct deposit by payors shall constitute timely payment by the Company of
such accrued and unpaid interest and the outstanding principal of the Additional
Notes in the amount of such direct deposit. Payments by the Company on the
Additional Notes pursuant to this Section C.3.3. shall be made monthly on the
tenth Business Day of each month with respect to Monetization Revenues received
in the prior month; provided that, if the
Company receives a single payment of Monetization Pre-Adjustment Revenues of
$25,000 or more, the Company shall be required to determine the amount, if any,
of the Monetization Revenues resulting from such payment and to make a payment
to the Noteholders of such Monetization Revenues within 10 Business Days of
receipt of such payment. 



D. Limited Recourse. Notwithstanding any other provision of this
Agreement, from and after the date of this Rider, the Purchasers’ recourse with
respect to amounts due with respect to the Additional Notes and with respect to
the remaining Revenue Stream shall be limited to the Patents and to the
Monetization Revenues, and their rights and remedies under the Agreement shall
be limited to enforcement against the Patents and the Monetization Revenues
including, without limitation, foreclosing on the Patents, exercising their
rights under the Patent License and exercising their right to cause the Patents
to be assigned to a special purpose entity subject to the license back to the
Company set forth in
Section 7.3; provided that this
limitation shall not limit the Purchasers’ recourse (1) in the event of a breach
of the Company’s obligations to apply the portions of Monetization Revenues
specified in the Agreement to the payment of the Additional Notes, the Revenue
Stream and the other Obligations or (2) to recover their expenses of enforcing
their rights and remedies in the event that the Company fails to cooperate in,
or seeks to frustrate or impede, the exercise by the Purchasers’ of their rights
and remedies with respect to the Patents and the Monetization Revenues,
including frustrating or impeding any efforts of the Purchasers to substitute or
add as a plaintiff the special purpose entity in any pending litigation
concerning the Patents following assignment of the Patents to such entity and
including any expenses of the Purchasers in enforcing their rights and remedies
in any bankruptcy proceeding commenced by or against the Company.

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

ANDREA ELECTRONICS
CORPORATION, As the Company 

	By     	/s/ Corisa L. Guiffre
		Name:     	Corisa L.
      Guiffre
		Title:	Vice President,
      Chief Financial
			Officer and
      Assistant Corporate Secretary



AND34 FUNDING LLC, As A
Revenue Participant 

	By     	James K. Noble III
		Name:     James
      K. Noble III
		Title:       Secretary



AND34 FUNDING LLC, As A
Noteholder 

	By     	James K Noble III
		Name:     	James K. Noble
      III
		Title:       Secretary



AND34 FUNDING LLC, As
Collateral Agent 

	By     	James K. Noble III
		Name:     James K. Noble III
		Title:       Secretary