CareView Communications, Inc. 10-Q


 


Exhibit 10.15


 














HEALTHCOR
HYBRID OFFSHORE MASTER FUND, L.P.


 


ALLONGE NO.
1 TO SENIOR SECURED CONVERTIBLE NOTE


(issued January
16, 2014)


 


June 26, 2015


 


This Allonge
No. 1 to Senior Secured Convertible Note (this “Allonge”) shall be affixed to that certain Senior Secured Convertible
Note dated January 16, 2014 (the “Note”), issued in the original 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 the Note as provided
therein.


 


1.              Amendment to Legend. The Note is hereby amended to delete the third paragraph of the legend on the cover page thereof
and to replace it with the following:


 


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 the Holder to affix this Allonge to the 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:


 


HOLDER:


 


HEALTHCOR HYBRID OFFSHORE MASTER
FUND, L.P.





	By:	 	HealthCor Hybrid Offshore
G.P., LLC, as General Partner	 
	 	 	 	 
	 	 	 	 
	By:	 	/s/ Joseph P. Healey	 
	Name:	 	Joseph P. Healey	 
	Title:	 	Co-CEO