CareView Communications Inc (Form: 8-K, Received: 08/26/2013 16:13:19)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2013

CAREVIEW COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54090	95-4659068
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

405 State Highway 121, Suite B-240, Lewisville, TX 75067

(Address of principal executive offices and Zip Code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

		Page

Item 1.01	Entry into a Material Definitive Agreement		3

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
	Sheet Arrangement of a Registrant		3

Item 9.01	(d) Exhibits		7

Item 1.01 Entry into a Material Definitive Agreement

Information called for by this item is contained in Item 2.03 below, which item is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Note and Warrant Purchase Agreement with HealthCor and Amendments Thereto

As previously reported by CareView Communications, Inc. (the "Company") in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 27, 2011, we entered into a Note and Warrant Purchase Agreement dated April 21, 2011 (the "Purchase Agreement") with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (the "Investors"). Pursuant to the Purchase Agreement, we sold Senior Secured Convertible Notes to the Investors in the principal amount of $9,316,000 and $10,684,000, respectively (collectively the "2011 HealthCor Notes"), subject to adjustment in accordance with anti-dilution provisions set forth in the 2011 HealthCor Notes. The 2011 HealthCor Notes have a maturity date of April 20, 2021. We also issued Warrants to purchase an aggregate of up to 5,488,456 and 6,294,403 shares, respectively, of our Common Stock at an exercise price per share equal to $1.40 per share to the Investors (collectively the "HealthCor Warrants").

As previously reported in our Current Report on Form 8-K filed with the SEC on January 6, 2012, we entered into a Note and Warrant Amendment Agreement with the Investors on December 30, 2011 ("Amendment Agreement") to (a) amend the Purchase Agreement in order to modify the Investors’ right to restrict certain equity issuances; and (b) amend the 2011 HealthCor Notes and the HealthCor Warrants, in order to eliminate certain anti-dilution provisions.

As previously reported in our Current Report on Form 8-K filed with the SEC on February 2, 2012, we entered into the Second Amendment to Note and Warrant Purchase Agreement with the Investors on January 31, 2012 ("HealthCor Second Amendment") which allowed us to sell additional Senior Convertible Notes to the Investors in the principal amount of $2,329,000 and $2,671,000, respectively (collectively, the "2012 HealthCor Notes"). The 2012 HealthCor Notes have a maturity date of January 31, 2022.

On August 20, 2013, we entered into a Third Amendment to Note and Warrant Purchase Agreement with the Investors ("HealthCor Third Amendment") to amend and restate Section 5.3 of the Purchase Agreement in its entirety as follows:

“5.3 Minimum Cash Balance . The Company shall at all times maintain a combined cash balance with Comerica and Bridge Bank, or any successor Lenders under the Loan Agreement or lenders under the Company’s primary credit facility from time to time (collectively, the “ Deposit Banks ”), of not less than the Minimum Cash Amount; provided, that in the event the Company’s cash balance falls below the Minimum Cash Amount, the Company shall have thirty (30) days to cure the resulting default and deposit sufficient funds to restore the requisite minimum cash balance (it being understood, for the avoidance of doubt, that so long as any Notes are outstanding, such thirty day period shall run concurrently and not consecutively with any similar cure period afforded under the Notes, and shall not extend any period under the Notes for purposes of determining whether an Event of Default, as defined in the Notes, has occurred). For purposes of this Section 5.3, (a) the “ Minimum Cash Amount ” shall mean (i) Five Million Dollars ($5,000,000) at all times other than during the Reduced Minimum Cash Period, and (ii) Four Million Dollars ($4,000,000) during the Reduced Minimum Cash Period, provided that the Company gives the Investors prompt notice (and in any event within two Business Days, as such term is defined in the Notes) of the occurrence of the Reduced Minimum Cash Period Start Date, as defined below; and (b) the “ Reduced Minimum Cash Period ” means the period from the date that the Company’s combined cash balance with the Deposit Banks is less than Five Million Dollars ($5,000,000) (the “ Reduced Minimum Cash Period Start Date ”) through the earlier of (i) one hundred twenty (120) days after the Reduced Minimum Cash Period Start Date or (ii) the date (x) the Company’s combined cash balance with the Deposit Banks is equal to or greater than Five Million Dollars ($5,000,000) and (y) Investors receive notice from the Company of the Company’s termination of such Reduced Minimum Cash Period; provided, however, that such Reduced Minimum Cash Period shall not apply more than once during the term of this Agreement.”

All other terms and conditions of the Purchase Agreement, including all amendments thereto, remain the same. The restatement of Section 5.3 above necessitated the execution of a Third Amendment to the Loan and Security Agreement with the Banks (as identified below) as well as an Affirmation to Subordination Agreement.

Loan and Security Agreement with Comerica Bank and Bridge Bank, N.A.

As previously reported by us in our Current Report on Form 8-K filed with the SEC on September 7, 2011, we entered into and closed a Loan and Security Agreement on August 31, 2011 with Comerica Bank ("Comerica") and Bridge Bank, National Association ("Bridge Bank") (collectively the "Banks") providing for a $20 million revolving line of credit expiring in June 2014 unless mutually extended (the "Loan and Security Agreement" or "Revolving Line"). The Revolving Line provides us with capital, inter alia, to purchase equipment and perform installations pursuant to newly signed contracts that we may execute in the future with certain healthcare providers. Advances under the Revolving Line bear interest on the outstanding daily balance at the rate of 3.75% plus the Prime Referenced Rate, which is a rate equal to Comerica’s prime rate but no less than the sum of 30-day LIBOR rate plus 2.5% per annum. Interest is to be paid monthly in arrears on any outstanding principal amount.

The Loan and Security Agreement requires us to maintain our primary operating accounts with Comerica and Bridge Bank on a 50:50 basis, with no less than 80% of our investment accounts with the Banks or their affiliates, unless our cash falls below $5 million, in which case we must maintain all our cash with the Banks. The Loan and Security Agreement requires us to maintain a fixed charge coverage ratio of at least 5.01 to 1.00 and contains certain customary affirmative covenants that include, among others, payment of taxes and other obligations, maintenance of insurance and reporting requirements, as well as customary negative covenants that limit, among other things, our ability to make dispositions and acquisitions, be acquired, incur debt or pay dividends.

The Loan and Security Agreement contains customary events of default including, among other things, non-payment, inaccurate representations and warranties, violation of covenants, events that constitute a material adverse effect and cross-defaults to other indebtedness. Upon an occurrence of an event of default, we shall pay interest on the outstanding principal balance of five percent (5%) above the otherwise applicable interest rate and the Banks may accelerate the due date.

Pursuant to and in connection with the Loan and Security Agreement, we granted the Banks a security interest in all of our assets, including our intellectual property pursuant to an Intellectual Property Security Agreement, and pledged our ownership interests in our subsidiaries and certain joint ventures. Pursuant to and in connection therewith, we entered into a Subordination Agreement with our existing convertible note holders, HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.

As previously reported by us in our Current Report on Form 8-K filed with the SEC on February 2, 2012, and in conjunction with the execution of the HealthCor Second Amendment mentioned above, we entered into a First Amendment to Loan and Security Agreement with the Banks (the "First Loan Amendment"), amending the Loan and Security Agreement dated as of August 31, 2011, among the same parties. The First Loan Amendment effected a change to the definition of "HealthCor Debt" therein, a component of "Permitted Indebtedness", to permit the issuance of the additional Senior Convertible Notes outlined above. Also in connection with the HealthCor Second Amendment, the Subordination Agreement between Comerica Bank and the Investors was amended to permit the sale and issuance of additional Senior Convertible Notes.

As previously reported by us in our Form 10-K for the year ended December 31, 2012 filed with the SEC on April 1, 2013, we entered into a Second Amendment to the Loan and Security Agreement with the Banks (the "Second Loan Amendment) on January 15, 2013 in which the Banks agreed to amend the defining term for "Eligible Accounts" and add the defining term for "Verification of Accounts." In conjunction with the Second Loan Amendment, the previously issued Warrants to the Banks were also amended. The Warrant amendment affected the exercise price which was reduced from $1.40 to $1.10 per share (subject to adjustment for capital events) and the expiration date was extended from August 8, 2018 to January 15, 2020. All other provisions of the Loan and Security Agreement, including all amendments thereto, and the Warrants remained unchanged.

In conjunction with the HealthCor Third Amendment, we entered into a Third Amendment to Loan and Security Agreement with the Banks (the "Third Loan Amendment") dated August 20, 2013 to amend and/or restate provisions in the Loan and Security Agreement as follows:

(i) The following term and its definition was added to Section 1.1:

"Reduced Minimum Cash Period” means the period from the date that Borrower’s Cash with Comerica and Bridge Bank, collectively, is less than Five Million Dollars ($5,000,000) in the aggregate (the “Reduced Minimum Cash Period Start Date”) through the earlier of (a) the date one hundred twenty (120) days after the Reduced Minimum Cash Period Start Date or (b) the date (i) Borrower’s Cash with Comerica and Bridge Bank, collectively, is equal to or greater than Five Million Dollars ($5,000,000) in the aggregate and (ii) Lenders receive notice from Borrower of Borrower’s termination of such Reduced Minimum Cash Period; provided, however, such Reduced Minimum Cash Period shall not apply more than once during the term of this Agreement."

(ii) The following sentence was added immediately after the first sentence of Section 2.1(a)(i) in the Loan and Security Agreement as follows:

"Notwithstanding the foregoing, the aggregate amount of outstanding Advances shall not exceed Three Million Dollars ($3,000,000) at any time during the Reduced Minimum Cash Period."

(iii) Section 2.2 of the Loan and Security Agreement was amended and restated in its entirety to read as follows:

" 2.2 Overadvances . If the aggregate amount of the outstanding Advances exceeds, (x) at any time other than during the Reduced Minimum Cash Period, the lesser of the Revolving Line or the Borrowing Base and (y) at any time during the Reduced Minimum Cash Period, the lesser of the Borrowing Base or Three Million Dollars ($3,000,000), Borrowers shall immediately pay to Lenders, in cash, each Lender’s Pro Rata Share of the amount of such excess, for application against the outstanding Advances."

(iv) Section 6.7(a) of the Loan and Security Agreement was amended and restated in its entirety to read as follows:

" (a) Minimum Cash . At least, (x) (i) at all times other than during the Reduced Minimum Cash Period, Two Million Five Hundred Thousand Dollars ($2,500,000) Cash with each of Comerica and Bridge Bank and (ii) during the Reduced Minimum Cash Period, Two Million Dollars ($2,000,000) Cash with each of Comerica and Bridge Bank; and (y) approximately fifty percent (50%) of its Cash with each of Comerica and Bridge Bank; provided that Borrower shall have five (5) days from notice or knowledge thereof to “rebalance” the accounts with Comerica and Bridge Bank to ensure compliance with this clause (y); and"

(v) Exhibit E to the Loan and Security Agreement is replaced with the Exhibit E attached to the Third Loan Agreement.

All other terms and conditions of the Loan and Security Agreement, including all amendments thereto, remain the same. In conjunction with the Third Loan Amendment, we also entered into an Affirmation of Subordination with the Banks.

The foregoing descriptions of the Note and Warrant Purchase Agreement, the Note and Warrant Amendment Agreement, the Second Amendment to the Note and Warrant Purchase Agreement, the Senior Convertible Notes, the Third Amendment to the Note and Warrant Purchase Agreement, the Intellectual Property Security Agreement, the Loan and Security Agreement, the Subordination Agreement, the First Amendment to the Loan and Security Agreement, the Amended Subordination Agreement, the Second Amendment to the Loan and Security Amendment, the Third Amendment to the Loan and Security Agreement, the Affirmation of Subordination Agreement, and other transaction documents relating thereto are qualified, in their entirety, by reference to each such agreement or instrument, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated by reference to this Item 2.03.

(Remainder of page intentionally left blank.)

Item 9.01 Financial Statements and Exhibits

Exh. No.	Date	Document
10.72	04/21/11	Note and Warrant Purchase Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.73	04/21/11	Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP (1)
10.74	04/21/11	Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP (1)
10.75	04/21/11	Common Stock Purchase Warrant issued to HealthCor Partners Fund, LP to purchase 5,488,456 shares of the Company's Common Stock (1)
10.76	04/21/11	Common Stock Purchase Warrant issued to HealthCor Hybrid Offshore Master Fund, LP to purchase 6,294,403 shares of the Company's Common Stock (1)
10.77	04/21/11	Registration Rights Agreements between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.78	04/21/11	Pledge and Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.79	04/21/11	Intellectual Property Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (1)
10.83	08/31/11	Loan and Security Agreement between Comerica Bank and Bridge Bank and CareView Communications, Inc., a Nevada corporation, CareView Communications, Inc., a Texas corporation, and CareView Operations, LLC, a Texas limited liability company (2)
10.84	08/31/11	Prime Referenced Rated Addendum between the Company and Comerica Bank as Collateral Agent for the Banks (2)
10.85	08/31/11	Subordination Agreement between Comerica Bank and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P. (2)
10.86	08/31/11	Intellectual Property Security Agreement between the Company and Comerica Bank (2)
10.87	08/31/11	Common Stock Purchase Warrant issued to Comerica Bank to purchase 714,286 shares of the Company's Common Stock (2)
10.88	08/31/11	Common Stock Purchase Warrant issued to Bridge Bank to purchase 714,286 shares of Company's Common Stock (2)
10.90	12/31/11	Note and Warrant Amendment Agreement between the Company and HealthCor (3)
10.94	01/31/12	Second Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor (4)
10.95	01/31/12	Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP (4)
10.96	01/31/12	Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP (4)
10.97	01/31/12	First Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association (4)
10.98	01/31/12	Amendment to and Affirmation of Subordination Agreement between Comerica Bank and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P. (4)
10.111	01/15/13	Second Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association (5)
10.112	01/15/13	Amendment to and Affirmation of Subordination Agreement (5)
10.115	08/20/13	Third Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor *
10.116	08/20/13	Third Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association *
10.117	08/20/13	Affirmation of Subordination Agreement *

____________________________

(1)	Filed with the Current Report on Form 8-K filed with the SEC on April 27, 2011.

(2)	Filed with the Current Report on Form 8-K filed with the SEC on September 7, 2011.

(3)	Filed with the Current Report on Form 8-K filed with the SEC on January 6, 2012.

(4)	Filed with the Current Report on Form 8-K filed with the SEC on February 2, 2012.

(5)	Filed with the Annual Report on Form 10-K filed with the SEC on April 1, 2013.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2013	CAREVIEW COMMUNICATIONS, INC.

	By:	/s/ Samuel A. Greco
		Samuel A. Greco
		Chief Executive Officer

THIRD AMENDMENT TO

NOTE AND WARRANT PURCHASE AGREEMENT

This THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT , dated as of August 20, 2013 (this “ Amendment ”), is made by and among CAREVIEW COMMUNICATIONS, INC. , a Nevada corporation (the “ Company ”), and the investors identified on the signature pages hereto (together with their respective successors and permitted assigns, the “ Investors ”).

WITNESSETH:

WHEREAS , the Company and the Investors are parties to that certain Note and Warrant Purchase Agreement, dated as of April 21, 2011 (as amended from time to time, including without limitation pursuant to a Note and Warrant Amendment Agreement dated as of December 30, 2011 and pursuant to a Second Amendment to Note and Warrant Purchase Agreement dated as of January 31, 2012, the “ Purchase Agreement ”); and

WHEREAS , the parties hereto desire to, subject to the terms and conditions contained herein, amend the Purchase Agreement as set forth herein; and

WHEREAS , concurrently with this Amendment, the Company, CareView Communications, Inc., a Texas corporation (“ CareView Texas ”), CareView Operations, L.L.C., a Texas limited liability company (“ CV Operations ” and, collectively with the Company and CareView Texas, the “ Borrowers ”), Comerica Bank (“ Comerica ”) and Bridge Bank, National Association (“ Bridge Bank ” and, together with Comerica, the “ Lenders ”) are executing that certain Third Amendment to Loan and Security Agreement (the “ Loan Amendment ”) in order to amend certain provisions of that certain Loan and Security Agreement dated as of August 31, 2011 (as amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of January 15, 2013) between and among the Borrowers and the Lenders (the “ Loan Agreement ”).

NOW, THEREFORE , in consideration of the mutual promises, representations, warranties and covenants contained herein and in the Purchase Agreement, which represent integral components of the transactions contemplated hereby and thereby and shall be fully enforceable by the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors mutually agree as follows:

1. Definitions . Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.

2. Amendments to Purchase Agreement . Section 5.3 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

3. No Further Amendments . Except as amended by this Amendment, the Purchase Agreement shall remain in full force and effect in accordance with its terms.

4. Conditions . The effectiveness of this Amendment is subject to (a) the execution and delivery of this Amendment by the Company and the Investors and the acknowledgement thereof by CareView Texas and CV Operations as indicated on the signature pages hereto, and (b) the execution and delivery of the Loan Amendment by the Borrowers and Lenders thereunder.

5. Company’s Representations and Warranties . The Company represents and warrants to the Investors as follows:

a. the Company is a Nevada corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

b. the Company has the power and authority to execute, deliver and perform its obligations under this Amendment;

c. the execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate action and does not and will not require any registration with, consent or approval of, notice to or action by, any Person; and

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d. no Event of Default (as defined in the Notes) shall exist as a result of the consummation of the transactions contemplated by this Amendment or the Loan Amendment.

6. Miscellaneous .

a. Ratification and Confirmation . The Company acknowledges, agrees and confirms that: (x) the Purchase Agreement and each of the other Transaction Documents, as amended and otherwise modified by the amendments and other modifications specifically provided herein, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed; and (y) without limiting the generality of the foregoing clause (x), (i) all obligations, liabilities and Indebtedness of the Company under the Transaction Documents, as amended hereby, constitute “Obligations” (as defined in the Security Agreement) secured by and entitled to the benefits of the security set forth in the Security Agreement and the IP Security Agreement, and the liens and security interests granted in favor of the Investors under the terms of the Security Agreement and the IP Security Agreement are perfected, effective, enforceable and valid and such liens and security interests are, in each case, a first priority lien and security interest (except to the extent otherwise expressly permitted by the Transaction Documents) and such liens and security interests are hereby in all respects ratified and confirmed, and (ii) the shares of Common Stock issuable upon conversion of the Supplemental Closing Notes shall constitute “Registrable Securities” under the Registration Rights Agreement.

b. Expenses . The Company will pay and bear full responsibility for the reasonable legal fees and other out-of-pocket costs and expenses of the Investors attributable to the negotiation and consummation of this Amendment.

c. Survival . The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto, the execution and delivery of this Amendment and the closing of the transactions contemplated hereby.

d. Governing Law . All questions concerning the construction, interpretation and validity of this Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether in the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Amendment, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

e. Construction . The Company and the Investors acknowledge that the Company and its independent counsel and the Investors and their independent counsel have jointly reviewed and drafted this document, and agree that any rule of construction and interpretation to the effect that drafting ambiguities are to be resolved against the drafting party shall not be employed.

f. Counterparts; Facsimile and Electronic Signatures . This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Counterpart signatures to this Amendment delivered by facsimile or other electronic transmission shall be acceptable and binding.

g. Headings . The section and paragraph headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF , each of the undersigned has duly executed this Third Amendment to Note and Warrant Purchase Agreement as of the date first written above.

	COMPANY:

	CareView Communications, Inc., a Nevada corporation

	By:	/s/ Samuel A. Greco
		Name: Samuel A. Greco
		Title: CEO

	INVESTORS:
	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 C. Lightcap
	Name:	Jeffrey C. Lightcap
	Title:	Senior Managing Director

	Address:	HealthCor Partners
		Carnegie Hall Towers
		152 West 57th Street
		New York, NY 10019


	HealthCor Hybrid Offshore Master Fund, L.P.
	By: HealthCor Hybrid Offshore G.P., LLC, as General Partner

	By:	/s/ Steven J. Musumeci
	Name:	Steven J. Musumeci
	Title:	Chief Operating Officer

	Address:	HealthCor Partners
		Carnegie Hall Towers
		152 West 57th Street
		New York, NY 10019

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ACKNOWLEDGED AND AGREED :

CareView Communications, Inc., A Texas corporation

By:	/s/ Samuel A. Greco
Name:	Samuel A. Greco
Title:	CEO

CareView Operations, LLC

By:	/s/ Samuel A. Greco
Name:	Samuel A. Greco
Title:	CEO

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of August 20, 2013, by and between COMERICA BANK (“Comerica” and, solely in its capacity as collateral agent for the Lenders (as defined below), “Collateral Agent”), BRIDGE BANK , NATIONAL ASSOCIATION (“Bridge” and, collectively, with Comerica, the “Lenders” and each, individually, a “Lender”) and CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Parent”), CAREVIEW COMMUNICATIONS, INC. , a Texas corporation (“CareView Texas”) and CAREVIEW OPERATIONS, L.L.C. , a Texas limited liability company (“CV Operations” and, collectively with CareView Texas and Parent, “Borrowers” and each, individually, a “Borrower”).

RECITALS

Collateral Agent, Lenders and Borrowers are parties to that certain Loan and Security Agreement dated as of August 31, 2011 (as amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of January 31, 2012 and that certain Second Amendment to Loan and Security Agreement dated as of January 15, 2013, collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. The following term and its definition hereby is added to Section 1.1 of the Agreement:

“Reduced Minimum Cash Period” means the period from the date that Borrower’s Cash with Comerica and Bridge Bank, collectively, is less than Five Million Dollars ($5,000,000) in the aggregate (the “Reduced Minimum Cash Period Start Date”) through the earlier of (a) the date one hundred twenty (120) days after the Reduced Minimum Cash Period Start Date or (b) the date (i) Borrower’s Cash with Comerica and Bridge Bank, collectively, is equal to or greater than Five Million Dollars ($5,000,000) in the aggregate and (ii) Lenders receive notice from Borrower of Borrower’s termination of such Reduced Minimum Cash Period ; provided, however, such Reduced Minimum Cash Period shall not apply more than once during the term of this Agreement.

2. The following sentence hereby is added immediately after the first sentence of Section 2.1(a)(i) as follows:

“Notwithstanding the foregoing, the aggregate amount of outstanding Advances shall not exceed Three Million Dollars ($3,000,000) at any time during the Reduced Minimum Cash Period.”

3. Section 2.2 of the Agreement hereby is amended and restated in its entirety to read as follows:

“ 2.2 Overadvances . If the aggregate amount of the outstanding Advances exceeds, (x) at any time other than during the Reduced Minimum Cash Period, the lesser of the Revolving Line or the Borrowing Base and (y) at any time during the Reduced Minimum Cash Period, the lesser of the Borrowing Base or Three Million Dollars ($3,000,000), Borrowers shall immediately pay to Lenders, in cash, each Lender’s Pro Rata Share of the amount of such excess, for application against the outstanding Advances.”

4. Section 6.7(a) of the Agreement hereby is amended and restated in its entirety to read as follows:

“ (a) Minimum Cash . At least, (x) (i) at all times other than during the Reduced Minimum Cash Period, Two Million Five Hundred Thousand Dollars ($2,500,000) Cash with each of Comerica and Bridge Bank and (ii) during the Reduced Minimum Cash Period, Two Million Dollars ($2,000,000) Cash with each of Comerica and Bridge Bank; and (y) approximately fifty percent (50%) of its Cash with each of Comerica and Bridge Bank; provided that Borrower shall have five (5) days from notice or knowledge thereof to “rebalance” the accounts with Comerica and Bridge Bank to ensure compliance with this clause (y); and”

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5. Exhibit E to the Agreement is replaced with Exhibit E attached hereto.

6. No course of dealing on the part of Collateral Agent, any Lender or their officers, nor any failure or delay in the exercise of any right by Collateral Agent or any Lender, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Collateral Agent’s or any Lender’s failure at any time to require strict performance by a Borrower of any provision shall not affect any right of Collateral Agent or any Lender thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Collateral Agent and each Lender or as otherwise provided for in the Agreement.

7. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Collateral Agent or any Lender under the Agreement, as in effect prior to the date hereof.

8. Each Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date), and that no Event of Default has occurred and is continuing.

9. As a condition to the effectiveness of this Amendment, Collateral Agent shall have received, in form and substance satisfactory to Collateral Agent, the following:

(a) this Amendment, duly executed by each Borrower;

(b) that certain Affirmation of Subordination Agreement dated as of even date herewith, duly executed by each party thereto;

(c) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

(d) an amendment fee equal to Fifteen Thousand Dollars ($15,000), to be shared between the Lenders pursuant to their respective Commitment Percentages;

(e) all reasonable Lender Expenses incurred through the date of this Amendment, which may be debited from any of Borrowers’ accounts; and

(f) such other documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate.

10. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[ Balance of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

	CAREVIEW COMMUNICATIONS, INC., a Nevada Corporation

	By:	/s/ Samuel A. Greco

	Title:	CEO


	CAREVIEW COMMUNICATIONS, INC. a Texas Corporation

	By:	/s/ Samuel A. Greco

	Title:	CEO


	CAREVIEW OPERATIONS, L.L.C. a Texas Limited Liability Company

	By:	/s/ Samuel A. Greco

	Title:	CEO


	COLLATERAL AGENT AND LENDER: COMERICA BANK

	By:	/s/ [Unintelligible]

	Title:	Senior Vice President


	LENDER: BRIDGE BANK, NATIONAL ASSOCIATION
	By:	/s/ [Unintelligible]

	Title:	Vice President

[ Signature Page to Third Amendment to Loan & Security Agreement ]

EXHIBIT E

COMPLIANCE CERTIFICATE

Please send all Required Reporting to:	Comerica Bank
	Technology & Life Sciences Division
	Loan Analysis Department
	Five Palo Alto Square, Suite 800
	3000 El Camino Real
	Palo Alto, CA 94306
	Phone: (650) 846-6820
	Fax: (650) 462-6061

FROM:

CAREVIEW COMMUNICATIONS, INC., a Nevada corporation, for itself and on behalf of

its Subsidiaries (collectively, “Borrowers”)

The undersigned authorized Officer of CAREVIEW COMMUNICATIONS, INC., a Nevada corporation, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement among Borrowers, Bridge Bank, N.A. and Bank (the "Agreement"), (i)Borrowers are in complete compliance for the period ending_________________________ with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under "Complies" or "Applicable" column.

REPORTING COVENANTS	REQUIRED	COMPLIES
Company Prepared Monthly F/S	Monthly, within 30 days	YES	NO
Compliance Certificate	Monthly, within 30 days	YES	NO
CPA Audited, Unqualified F/S	Annually, within 120 days of FYE	YES	NO
Borrowing Base Cert., A/R & A/P Agings; future, rolling twelve (12) month billings report	Monthly, within 30 days	YES	NO
Annual Business Plan (incl. operating budget)	By 2/15	YES	NO
Intellectual Property Report	Quarterly within 30 days	YES	NO
Audit	Semi-annual	YES	NO

10-Q	Quarterly, within 5 days of SEC filing (50 days)	YES	NO
10-K	Annually, within 5 days of SEC filing (95 days)	YES	NO
Total amount of Borrower's cash and
investments
Total amount of Borrower's cash and	Amount: $______________________	YES	NO
investments maintained with Comerica Bank
Total amount of Borrower's cash and
investments maintained with Bridge Bank, N.A.	Amount: $______________________	YES	NO

REPORTING COVENANTS	DESCRIPTION	APPLICABLE
Legal Action > $100,000 (Sect. 6.2(iv))	Notify promptly upon notice _________________	YES	NO
Inventory Disputes > $100,000 (Sect. 6.3)	Notify promptly upon notice _________________	YES	NO
Mergers & Acquisitions > $250,000 (Sect. 7.3)	Notify promptly upon notice _________________	YES	NO
Cross default with other agreements	Notify promptly upon notice _________________	YES	NO
> $100,000 (Sect. 8.7)		YES	NO
Judgment > $100,000 (Sect. 8.9)	Notify promptly upon notice _________________	YES	NO

FINANCIAL COVENANTS	REQUIRED	ACTUAL	COMPLIES
TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:

Minimum Cash at Comerica Bank (at all times)	$2,500,000*	$________________________________________	YES	NO
Minimum Cash at Bridge Bank (at all times)	$2,500,000*	$________________________________________	YES	NO
Minimum Fixed Charge Coverage Ratio (quarterly)	5.01:1:00	_______________________:1.00	YES	NO

OTHER COVENANTS	REQUIRED	ACTUAL	COMPLIES
Permitted Indebtedness for equipment leases	<$250,000	_______________________________	YES	NO
Permitted Investments for stock repurchase	<$250,000	_______________________________	YES	NO
Permitted Investments for subsidiaries	<$100,000	_______________________________	YES	NO
Permitted Investments for employee loans	<$100,000	_______________________________	YES	NO
Permitted Investments for joint ventures	<$250,000	_______________________________	YES	NO
Permitted Liens for equipment leases	<$250,000	_______________________________	YES	NO
Permitted Transfers	<$250,000	_______________________________	YES	NO

*$2,000,000 during the Reduced Minimum Cash Period

Please Enter Below Comments Regarding Violations:

The Officer further acknowledges that at any time Borrowers are not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made.

Very truly yours,

Authorized Signer
Name:

Title:

AFFIRMATION OF SUBORDINATION AGREEMENT

THIS AFFIRMATION OF SUBORDINATION AGREEMENT is made as of August 20, 2013, by the undersigned creditors (each, a “Creditor” and collectively, the “Creditors”) and Comerica Bank (“Comerica” and, solely in its capacity as collateral agent for the Lenders (as defined below), “Collateral Agent”).

CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Borrower”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation (“CareView Texas”) and CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (“CV Operations;” and collectively with Borrower and CareView Texas, the “Credit Parties”), Comerica and Bridge Bank (collectively with Comerica, the “Lenders”) are parties to that certain Loan and Security Agreement dated as of August 31, 2011 (as amended from time to time, the “Loan Agreement”).

The Credit Parties and the Lenders propose to enter into a Third Amendment to Loan and Security Agreement dated as of the date hereof (collectively, the “Amendment”), which amends the Loan Agreement by, among other things, modifying the financial covenants therein.

Each Creditor executed for the benefit of Collateral Agent a Subordination Agreement dated as of August 31, 2011 (as amended by that certain Amendment to and Affirmation of Subordination Agreement dated as of January 31, 2012, collectively, the “Subordination Agreement”). Lenders have agreed to enter into the Amendment provided, among other things, that each Creditor consents to the entry by Borrower into the Amendment and agrees that the Subordination Agreement will remain effective. .

NOW, THEREFORE, Bank and each Creditor agrees as follows:

1. Creditor consents to the execution, delivery and performance by the Credit Parties of the Amendment and the modifications to the Loan Agreement effected by the Amendment. The Subordination Agreement shall remain in full force and effect with respect to all of the Credit Parties’ obligations to Lenders under the Loan Agreement.

2. Collateral Agent and each Creditor affirm their respective obligations under the Subordination Agreement.

3. Unless otherwise defined, capitalized terms in this Affirmation shall have the meaning assigned in the Subordination Agreement. This Affirmation may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.

[ Balance of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the undersigned have executed this Affirmation of Subordination Agreement as of the first date above written.

		“Collateral Agent”

		COMERICA BANK

		By:	/s/ [Unintelligible]

		Title:

		“Creditors”

		HealthCor Partners Fund, L.P.

		By: HealthCor Partners Management L.P., its Manager

			By: HealthCor Partners Management, G.P., LLC Its: General Partner

		By:	/s/ Jeffrey C. Lightcap
		Name:	Jeffrey C. Lightcap
		Title:	Senior Vice President

		HealthCor Hybrid Offshore Master Fund, L.P

		By:	HealthCor Hybrid Offshore G.P., LLC
		Its:	General Partner
		By:	/s/ John H. Coghlin
		Name:	John H. Coghlin
		Title:	General Counsel

The undersigned approve of the terms of this Amendment to and Affirmation of Subordination Agreement.

“Credit Parties”

CAREVIEW COMMUNICATIONS, INC., a Nevada corporation		CAREVIEW COMMUNICATIONS, INC., a Texas corporation

By:	/s/ Samuel A. Greco	By:	/s/ Samuel A. Greco

Title:	CEO	Title:	CEO



“Borrower”

CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company

By:	/s/ Samuel A. Greco

Title:	CEO

[ Signature Page to Affirmation of Subordination Agreement ]