CareView Communications, Inc. 10-Q


 


Exhibit 10.16


 

















ALLONGE NO.
1 TO SENIOR SECURED CONVERTIBLE NOTES


(issued February
17, 2015)


 


June 26, 2015


 


 


This Allonge
No. 1 to Senior Secured Convertible Notes (this “Allonge”) shall be affixed to each of those certain Senior
Secured Convertible Notes dated February 17, 2015 (the “Notes” and each, a “Note”), issued
in the original aggregate principal amount of $6,000,000, made by CareView Communications, Inc., a Nevada corporation (the “Company”),
and payable to the order of the Holders specified therein (each, a “Holder”), and shall become a permanent
part thereof and shall amend each such Note as provided by Section 11 of each such Note.


 


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:


 


NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE RIGHTS AND REMEDIES GRANTED TO THE HOLDER PURSUANT TO THIS NOTE, THE LIEN AND SECURITY INTEREST GRANTED
TO THE AGENT SECURING THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE HOLDER OR AGENT RELATING TO THIS NOTE ARE SUBJECT
TO THE PROVISIONS OF THE SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF JUNE 26, 2015 (AS AMENDED, AMENDED AND RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE “INTERCREDITOR AGREEMENT”),
AMONG PDL BIOPHARMA, INC. AND EACH OF THE NOTE INVESTORS PARTY TO THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF
APRIL 21, 2011, AS SUBSEQUENTLY AMENDED, AND CERTAIN OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE PURCHASE AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS (AS DEFINED IN THE PURCHASE AGREEMENT), THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.


 


2.             Amendment to Event of Default Acceleration Threshold. Section 4(a)(iii) of the Note is amended and restated in its
entirety as follows:


 


“(iii)any acceleration
prior to maturity of any Indebtedness referred to in clause (a) or (b) of the definition thereof of the Company or any of its
Subsidiaries consisting of principal individually or in the aggregate equal to or greater than $500,000;”


 


3.             Amendment to Event of Default Payment Threshold. Section 4(a)(xii) of the Note is amended and restated in its entirety
as follows:


 


“(xii)the Company
or any Subsidiary shall fail to make any payment (whether of principal, interest or otherwise and regardless of amount) in respect
of any Indebtedness in excess of $500,000 (“Material Indebtedness”), when and as the same shall become due
and payable, after giving effect to any grace period with respect thereto;”


 






    	 



    	 



    

 


 


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]




    	 



    	 



    

 


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:


 


By the MAJORITY
FEBRUARY 2015 INVESTORS (as defined in the Notes)


on behalf of all
Holders of the Notes: 


  


HEALTHCOR PARTNERS FUND, L.P.






	By:	 	HealthCor Partners Management
L.P., as Manager	 
	By:	 	HealthCor Partners Management,
G.P., LLC, as General Partner	 
	 	 	 	 
	 	 	 	 
	By:	 	/s/ Jeffrey Lightcap	 
	Name:	 	Jeffrey Lightcap	 
	Title:	 	Senior Managing Director 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Arthur B. Cohen	 
	Arthur B. Cohen	 
	 	 
	 	 
	/s/ Joseph B. Healey	 
	Joseph B. Healey	 
	 	 
	 	 
	 	 
	/s/ Steven Johnson	 
	Steven Johnson