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- 10-12G Registration of securities
- 2.0 Securities Exchange Agreement
- 3.0 Articles of Incorporation
- 3.1 Certificate of Amendment
- 3.2 Certificate of Amendment
- 3.3 Certificate of Amendment
- 3.4 Certificate of Amendment
- 3.5 Certificate of Amendment
- 3.6 Certificate of Amendment
- 3.7 Certificate of Amendment
- 3.8 Notice of Conversion
- 3.9 Articles of Incorporation
- 3.10 Domestic Stock Corporation Certiificate of Election
- 3.11 Domestic Stock Corporation Certificate of Dissolution
- 3.12 Bylaws of Careview
- 10.00 Subscription and Investors Rights Agreement
- 10.01 Product and Services Agreement
- 10.02 Promissory Note
- 10.03 Purchase Agreement
- 10.04 Consulting Agreement
- 10.05 Consulting Agreement
- 10.06 Consulting Agreement
- 10.07 Subordinated Convertible Note
- 10.08 Assignment and Assumption Agreement and Consent
- 10.09 Careview Communications Inc 2007 Stock Incentive Plan
- 10.10 Non-qualified Stock Option
- 10.11 Audit Committee Charter
- 10.12 Compensation Committee Charter
- 10.13 Insider Trading Policy
- 10.14 Advisory Board Charter
- 10.15 Investment Banking Services Agreement
- 10.16 Stock Purchase Agreement
- 10.17 Agreement with Develo Financial Group LLC
- 10.18 Consulting Extension Agreement
- 10.19 Consulting Extension Agreement
- 10.20 Consulting Extension Agreement
- 10.21 Employment Agreement
- 10.22 Employment Agreement
- 10.23 Employment Agreement
- 10.24 Employment Agreement
- 10.25 6% Promissory Note
- 10.26 Common Stock Purchase Agreement
- 10.27 Investment Banking Services Agreement
- 10.28 Lock Up Agreement
- 10.29 Promissory Note
- 10.30 Promissory Note
- 10.31 Agreement with Develo Financial Group LLC
- 10.32 Amendment Agreement to Promissory Note
- 10.33 Promissory Note
- 10.34 Webb & Webb Retainer Agreement
- 10.35 Promissory Note
- 10.36 Promissory Note
- 10.37 Promissory Note
- 10.38 Cooperative Agreement
- 10.39 Amendment Agreement
- 10.40 Consulting Agreement
- 10.41 Investment Banking Agreement
- 10.42 Careview Communications 2009 Stock Incentive Plan
- 10.43 Commercial Lease Agreement
- 10.44 Master Investment Agreement
- 10.45 Assignment of Contract
- 10.46 Escrow Project Agreement
- 10.47 Limited Intellectual Property License Agreement
- 10.48 Project Note
- 10.49 Amended and Restated Promissory Note
- 10.50 Operating Agreement
- 10.51 Security Agreement
- 10.52 Service Agreement
- 10.53 Project Warrant
- 10.54 Extension Agreement
- 10.55 Master Lease
- 10.56 Distribution Agreement
- 10.57 Letter of Intent
- 10.58 Addendum to Cooperative Agreement
- 10.59 Letter of Intent
- 10.60 Amendment Agreement
- 10.61 Idemnification Agreement
- 10.62 First Amendment to Commercial Lease Agreement
- 10.63 Letter of Waiver
- 10.64 Revocation and Substitution Agreement
- 10.65 Agreement Regarding Gross Income Interests
- 10.66 Agreement Regarding Gross Income Interests
- 10.67 Agreement Regarding Gross Income Interests
- 14.00 2010 Code of Business Conduct
- 14.01 2010 Code of Business Ethics
- 21.00 Subsidiaries of Registratnt
Exhibit 10.58
ADDENDUMTO COOPERATIVE AGREEMENT
This Addendum to Cooperative Agreement (the “Addendum”) is entered into this 15th day of April, 2010 between Mann Equity, LLC (“Mann Equity”) and CareView Communications, Inc. (“CareView”).
WHEREAS, Mann Equity and CareView entered into a Cooperative Agreement dated July 18, 2009 (the “Cooperative Agreement”);
WHEREAS, Mann Equity earned certain fees under the Cooperative Agreement related to a transaction between CareView and Fountain Fund 2 LP (“Fountain”); and
WHEREAS, Mann Equity and CareView want to establish the fees due on the transaction with Fountain and issue payment;
NOW, THEREFORE, in consideration of these premises and of the mutual covenants and promises hereinafter set forth, the parties hereby make this Addendum as follows:
1.Services Provided by Mann Equity: Mann Equity provided services to CareView which resulted in CareView securing a lease line of credit with Fountain in the maximum amount of $5,000,000 (the “Fountain Lease Line”). CareView executed a Master Lease with Fountain on January 29, 2010 for the face amount of $5,000,000 with a minimum draw of $2,000,000.
2.Warrants Due to Mann Equity: The Cooperative Agreement provides that Mann Equity is to receive a Common Stock Purchase Warrant (“Warrant”) equal to eight percent (8%) of any proposed funding secured for CareView (the “Warrant Fee”). Accordingly, the total Warrant Fee due to Mann Equity relative to the Fountain Lease Line equals 400,000 underlying shares of CareView’s Common Stock. The parties agree that the issuance of the Warrant to Mann Equity on February 17, 2010 for the purchase of 400,000 underlying shares of CareView’s Common Stock with an exercise price of $0.52 per share and that such issuance completely satisfies the Warrant Fee as it relates to the Fountain Lease Line.
3.Cash Fees Due to Mann Equity: The Cooperative Agreement provides that Mann Equity is to receive a cash fee equal to five percent (5%) of the gross proceeds of any proposed funding secured for CareView (the “Cash Fee”). Although CareView has not yet made any draws under the Fountain Lease Line, a provision therein provides that CareView must draw down and/or pay fees and penalties for a minimum of $2,000,000. Accordingly, the Cash Fee due to Mann Equity relative to the $2,000,000 minimum equals $100,000, which Cash Fee may be increased should CareView elect to draw in excess of the $2,000,000 minimum. The parties agree that the Cash Fee to date of $100,000 shall be paid to Mann Equity upon the signing of this Addendum.
4.Further Services to be Provided by Mann Equity: The parties further agree that:
a) if CareView elects to draw in excess of the $2,000,000 minimum up to the maximum amount of $5,000,000, Mann Equity will be entitled to a payment of a Cash Fee based on the difference of the $2,000,000 minimum and the amount drawn by CareView up to the maximum of $5,000,000,
b) if CareView elects to draw in excess of the $2,000,000 minimum, Mann Equity is not entitled to a further payment as a Warrant Fee, and
c) if CareView elects to secure any additional funding through Fountain or another source provided by Mann Equity, then Mann Equity will be due a Warrant Fee and Cash Fee pursuant to the terms outlined in the Cooperative Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year first written above.
MANN EQUITY, LLC | CAREVIEW COMMUNICATIONS, INC. | |||
/s/ Sean Mann | /s/ John R. Bailey | |||
Sean Mann | John R. Bailey | |||
Managing Director | Chief Financial Officer |
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