CareView Communications, Inc. 8-K


 


Exhibit
10.49 


 


HEALTHCOR
HYBRID OFFSHORE MASTER FUND, L.P.


 


ALLONGE
NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE


(issued
January 16, 2014)


 


July
10, 2018


 


This
Allonge No. 2 to Senior Secured Convertible Note (this “Allonge”) shall be affixed to that certain Senior Secured
Convertible Note dated January 16, 2014 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the
“Note”), issued in the original aggregate principal amount of $2,671,000, made by CareView Communications,
Inc., a Nevada corporation (the “Company”), and payable to the order of HealthCor Hybrid Offshore Master Fund,
L.P. (the “Holder”), and shall become a permanent part thereof and shall amend each such Note as provided herein.


 


1.       


Amendment
to Legend. The Note is hereby amended to insert the following paragraph at the end of the legend on the cover page thereof:


 


“IN
ADDITION, THE RIGHTS AND REMEDIES GRANTED to THE HOLDER PURSUANT TO THIS NOTE, THE LIEN AND SECURITY INTEREST GRANTED TO HealthCor
Partners Fund, L.P., a Delaware limited partnership, as AGENT for the Investors under the Security Agreement (“AGENT”)
SECURING THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE HOLDER OR AGENT RELATING TO THIS NOTE ARE further SUBJECT TO
THE PROVISIONS OF SECTIONS 3 AND 4 OF THE NINTH AMENDMENT, DATED AS OF JULY 10, 2018, TO THE PURCHASE AGREEMENT (AS DEFINED
HEREIN).”


 


2.       


Amendment
to Payment Priorities. Section 2(f) of the Note is amended and restated in its entirety as follows:


 


“(f) This
Note is one of a series of notes issued by the Company pursuant to the Purchase Agreement. Such Notes are referred to herein as
the “Notes,” and the holders thereof (including the Holder) are referred to herein as the “Investors.”
The Notes initially issued in calendar years 2011 and 2012 are senior in right of payment to the Notes initially issued after
calendar year 2012 (including this Note, the “Subsequent Tranche Notes”), as more fully set forth in the Purchase
Agreement. The right of an Investor to receive payments of Principal and Interest under this Note shall be pari passu with
the rights of the other Investors to receive payments of Principal and Interest under their respective Subsequent Tranche
Notes, and the Company covenants that any payments made by it with respect to the Subsequent Tranche Notes shall be made pro
rata among the Investors determined based on the ratio of the outstanding balance of Principal and Interest under each
Subsequent Tranche Note divided by the aggregate outstanding balance of Principal and Interest under all Subsequent Tranche Notes. 
By the Holder’s acceptance of this Note, the Holder agrees to the foregoing.”


 


3.       


Amendment
to Required Share Reserve Amount. Section 8(a) of the Note is amended and restated in its entirety as follows:


 


“(a) Reservation.
The Company shall at all times reserve out of its authorized and unissued shares of Common Stock a number of shares of Common
Stock equal to 100% of the Conversion Rate with respect to the full Conversion Amount of this Note, solely for the purpose of
effecting the conversion of this Note (the “Required Reserve Amount”).”


 


4.       


No
Further Amendments; Authorization to Affix to Note. Except as specifically amended hereby, the Note shall remain in full force
and effect. The Company hereby authorizes each Holder to affix this Allonge to its Note and it shall for all purposes henceforth
be part of the Note.


 


[Signature
page follows]


 




    	1 



    	 



    




 


Exhibit
10.49


 


IN
WITNESS WHEREOF, the Company has caused this Allonge to be executed by its officer thereunto duly authorized, as of the date first
above written.


 


	 	COMPANY:
	 	 
	 	CAREVIEW COMMUNICATIONS, INC.,
	 	a Nevada corporation
	 	 
	 	 
	 	By:	/s/ Steven Johnson	 
	 	Name:	Steven Johnson
	 	Title:	Chief Executive Officer



 





	AGREED
AND ACCEPTED:	 
	 	 
	HOLDER:	 
	 	 
	HEALTHCOR
HYBRID OFFSHORE MASTER FUND, L.P.	 
	By:	HealthCor
Hybrid Offshore G.P., LLC, its General Partner	 
	 	 
	 	 
	By:	/s/ Joseph P. Healey	 	 
	Name:	Joseph P. Healey	 
	Title:	Co-CEO	 






 





[Signature Page to Allonge No. 2 to CareView
Communications, Inc. Secured Convertible Note

issued January 16, 2014 (Hybrid Fund)]