WARRANT TO PURCHASE COMMON STOCK OF CAREVIEW COMMUNICATIONS, INC.Warrant Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
This Warrant is issued pursuant to that certain Credit Agreement dated as of June 26, 2015 (the “Credit Agreement”), by and among the Company, CareView Communications, Inc., a Texas corporation and a wholly-owned subsidiary of the Company, and PDL BioPharma, Inc.
PATENT SECURITY AGREEMENTPatent Security Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
WHEREAS, the Grantor has entered into a Guarantee and Collateral Agreement, dated as of June 26, 2015 (said Guarantee and Collateral Agreement, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”; capitalized terms used but not otherwise defined herein having the meaning assigned to them in the Guarantee and Collateral Agreement) in favor of the Agent, for itself and the Lender party to the Credit Agreement (the “Secured Creditors”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 26, 2015 by and between CareView Communications, Inc., a Nevada corporation (the “Company”) and PDL BioPharma, Inc., a Delaware corporation (the “Original Holder”).
SEVENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
This SEVENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 26, 2015 (this “Amendment”), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the “Company”), and the undersigned Majority Investors (as defined below).
GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF June 26, 2015 BY CAREVIEW COMMUNICATIONS, INC., a Nevada corporation, CAREVIEW COMMUNICATIONS, INC., a Texas corporation, THE SUBSIDIARY GUARANTORS PARTY HERETO, AS GRANTORS IN FAVOR OF PDL BIOPHARMA,...Guarantee and Collateral Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 26, 2015 by CareView Communications, Inc., a Texas corporation (“Holdings”), CareView Communications, Inc., a Nevada corporation and a wholly-owned subsidiary of Holdings (the “Borrower”), and the Subsidiary Guarantors from time to time party hereto, in favor of PDL BioPharma, Inc., a Delaware corporation, as the collateral agent (in such capacity, the “Agent”), under the Credit Agreement dated as of June 26, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower and PDL BioPharma, Inc., as lender (in such capacity, the “Lender”) and agent.
SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of June 26, 2015 between PDL BIOPHARMA, INC., as agent for the First Lien Claimholders and EACH OF THE NOTE INVESTORS SIGNATORY TO THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT DEFINED HEREIN, as...Subordination and Intercreditor Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
This SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of June 26, 2015, and entered into by and between PDL BIOPHARMA, INC., a Delaware corporation, in its capacity as agent for the First Lien Claimholders (as defined below) (including its successors and assigns from time to time, “PDL”), and EACH OF THE NOTE INVESTORS SIGNATORY TO THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT (AS DEFINED HEREIN) as the initial Second Lien Claimholders (as defined below) and each other Second Lien Claimholder that becomes a party hereto pursuant to Section 8.18.
ContractRegistration Rights Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
WHEREAS, CAREVIEW COMMUNICATIONS, INC., a Texas corporation (herein referred to as “Grantor”), having an address at 405 State Highway 121 Bypass, Suite B-240, Lewisville, Texas 75067, (1) has adopted, used and is using, or (2) has intended to use and filed an application indicating that intention, but has not yet filed an allegation of use under Section l(c) or l(d) of the Trademark Act, or (3) has filed an application based on an intention to use and has since used and has filed an allegation of use under Section l(c) or l(d) of the Trademark Act, the trademarks, trade names, trade styles and service marks listed on the annexed Schedule 1-A, which trademarks, trade names, trade styles and service marks are registered, or for which applications for registration have been filed in the United States Patent and Trademark Office (the “Trademarks”); and
CREDIT AGREEMENT dated as of June 26, 2015 among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation, as Holdings, CAREVIEW COMMUNICATIONS, INC., a Texas corporation, as the Borrower, PDL BIOPHARMA, INC., as the Lender, and PDL BIOPHARMA, INC., as the...Credit Agreement • June 30th, 2015 • CareView Communications Inc • Radio & tv broadcasting & communications equipment • New York
This Credit Agreement dated as of June 26, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made among CareView Communications, Inc., a Nevada corporation (“Holdings”), CareView Communications, Inc., a Texas corporation and a wholly-owned subsidiary of Holdings (the “Borrower”), PDL BioPharma, Inc., a Delaware corporation, as the lender (the “Lender”), and PDL BioPharma, Inc., a Delaware corporation, not individually, but as the Agent (as defined below).
