CareView Communications (CRVW) 8-K CareView Communications Announces $40 Million Financing Transaction

Careview Communications, Inc, 8-K

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