Allonge No. 3 to 2015 Senior Secured Convertible Note of the Company
CareView Communications, Inc. 8-K
Exhibit 10.42
ALLONGE NO. 3 TO SENIOR SECURED CONVERTIBLE NOTES
(issued February 17, 2015)
June 30, 2022
This Allonge No. 3 to Senior Secured Convertible Notes (this “Allonge”), effective as of the date first written above, is entered into as of July 12, 2022, shall be affixed to each of those certain Senior Secured Convertible Notes dated February 17, 2015 (as amended by Allonge No. 1 to Senior Secured Convertible Notes dated June 26, 2015 and Allonge No. 2 to Senior Secured Convertible Notes dated July 10, 2018, 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 and party hereto (each, a “Holder”), and shall become a permanent part thereof and shall amend each such Note as provided herein.
1. Amendment to Interest Rate. Section 2(b) of the Note is hereby amended to add the following sentence at the end thereof:
“Notwithstanding the foregoing, no Interest shall accrue on this Note from and after January 1, 2022.”
2. 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:
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 | |
| Name: | Senior Managing Director | |
| /s/ Allen Wheeler | ||
| Allen Wheeler | ||
| /s/ Steven Johnson | ||
| Steven Johnson | ||
| /s/ James R. Higgins | ||
| Dr. James R. Higgins | ||
[Signature Page to Allonge No. 3 to CareView Communications, Inc. Secured Convertible Notes issued February 17, 2015]
| Raymond James & Assoc. Inc., not in its corporate capacity but solely as Custodian of the Individual Retirement Account of Sandra K. McRee. Further, all representations, warranties and covenants (including indemnities) set forth herein are being made by Sandra K. McRee, not Raymond James & Assoc. Inc. | ||
| By: | /s/ Sandra McRee | |
| Name: Sandra McRee | ||
| Title: Custodian | ||
| /s/ Sandra K. McRee | ||
| Sandra K. McRee | ||
[Signature Page to Allonge No. 3 to CareView Communications, Inc. Secured Convertible Notes issued February 17, 2015]
| /s/ Stephen Berkley | ||
| Stephen Berkley | ||
| /s/ Alexandra Berkley | ||
| Alexandra Berkley | ||
| /s/ Steven B. Epstein | ||
| Steven B. Epstein | ||
| /s/ Deborah L. Epstein | ||
| Deborah L. Epstein | ||
| /s/ Jason Peter Epstein | ||
| Jason Peter Epstein | ||
| /s/ Gregory Harris Epstein | ||
| Gregory Harris Epstein | ||
| /s/ David Epstein | ||
| David Epstein | ||
[Signature Page to Allonge No. 3 to CareView Communications, Inc. Secured Convertible Notes issued February 17, 2015]
| /s/ Juliann Martin | ||
| Juliann Martin | ||
| /s/ Jason Thompson | ||
| Jason Thompson | ||
Thompson Family Investments, LLC
| By: | /s/ Jason Thompson | |
| Name: Jason Thompson | ||
| Title: Manager | ||
[Signature Page to Allonge No. 3 to CareView Communications, Inc. Secured Convertible Notes issued February 17, 2015]
| /s/ Irwin Leiber | ||
| Irwin Leiber | ||
| /s/ Joseph P. Healey | ||
| Joseph P. Healey | ||
| /s/ Arthur B. Cohen | ||
| Arthur B. Cohen | ||
| SJ2, LLC | ||
| By: | /s/ Michael Mashaal | |
| Name: Michael Mashaal | ||
| Title: Manager | ||
| The Joseph P. Healey 2011 Family Trust | ||
| By: | /s/ Frank Marzano | |
| Name: Frank Marzano | ||
| Title: Trustee | ||
[Signature Page to Allonge No. 3 to CareView Communications, Inc. Secured Convertible Notes issued February 17, 2015]
| PENSCO TRUST COMPANY LLC, not in its corporate capacity but solely as Custodian of the Individual Retirement Account of Jeffrey C. Lightcap | ||
| By: | /s/ Breanda Malonson | |
| Name: Breanda Malonson | ||
| Title: Authorized Signatory | ||
| /s/ Bradford C. Lightcap | ||
| Bradford C. Lightcap | ||
| /s/ Brian R. Lightcap | ||
| Brian R. Lightcap | ||
| /s/ Megan M. Lightcap | ||
| Megan M. Lightcap | ||
[Signature Page to Allonge No. 3 to CareView Communications, Inc. Secured Convertible Notes issued February 17, 2015]
