CareView Communications Inc (Form: 8-K, Received: 04/22/2021 16:08:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 20, 2021

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)

(972) 943-6050

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230-405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TABLE OF CONTENTS

		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	7

Item 3.02	Unregistered Sales of Equity Securities	7

Item 9.01	(d) Exhibits	7

Item 1.01 Entry into a Material Definitive Agreement.

Amendment of 2011 HealthCor Notes and 2012 HealthCor Notes Issued Pursuant to Note and Warrant Purchase Agreement

Note and Warrant Purchase Agreement

As previously reported by CareView Communications, Inc. (the “Company”) in our 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 (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor Hybrid” and, together with HealthCor Partners, the “HealthCor Parties”). Pursuant to the Purchase Agreement, we sold Senior Secured Convertible Notes to the HealthCor Parties in the aggregate initial principal amount of $20,000,000 (collectively the “2011 HealthCor Notes”), subject to adjustment in accordance with anti-dilution provisions set forth in the 2011 HealthCor Notes. We also issued Warrants to purchase an aggregate of up to 11,782,859 shares of our common stock, par value $0.001 (“Common Stock”) at an exercise price per share equal to $1.40 per share to the HealthCor Parties (collectively the “2011 HealthCor Warrants”).

Amendment Agreement

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 HealthCor Parties on December 30, 2011 (the “First Amendment”) to (i) amend the Purchase Agreement in order to modify the HealthCor Parties’ right to restrict certain equity issuances; and (ii) amend the 2011 HealthCor Notes and the 2011 HealthCor Warrants, in order to eliminate certain anti-dilution provisions.

Second Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on February 2, 2012, we entered into a Second Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties on January 31, 2012 (the “Second Amendment”) which allowed us to sell additional Senior Secured Convertible Notes to the HealthCor Parties in the aggregate initial principal amount of $5,000,000 (collectively, the “2012 HealthCor Notes”).

Third Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on August 26, 2013, we entered into a Third Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties (the “Third Amendment”) on August 20, 2013 to redefine our minimum cash balance requirements. All other terms and conditions of the Purchase Agreement, including all amendments thereto, remained the same.

Fourth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on January 22, 2014, we entered into a Fourth Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties (the “Fourth Amendment”) on January 16, 2014 to sell and issue to the HealthCor Parties (i) additional notes (the “2014 HealthCor Notes”) in the initial aggregate principal amount of $5,000,000, with a conversion price per share equal to $0.40 (subject to adjustment as described therein) and (ii) additional warrants, the 2014 Supplemental Warrants, to purchase an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price per share equal to $0.40 (subject to adjustment as described therein).

Fifth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on December 19, 2014, we entered into a Fifth Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties and certain additional investors party thereto (such additional investors, the “Fifth Amendment New Investors” and, collectively with the HealthCor Parties, the “Fifth Amendment Investors”) (the “Fifth Amendment”) on December 15, 2014 to sell and issue to the Fifth Amendment Investors (i) additional notes (the “2015 Supplemental Notes”) in the initial aggregate principal amount of $6,000,000, with a conversion price per share equal to $0.52 (subject to adjustment as described therein) and (ii) additional warrants, the 2015 Supplemental Warrants, to purchase an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share equal to $0.52 (subject to adjustment as described therein). The Fifth Amendment New Investors were composed of all but one of our directors (at such time and currently) as well as one of our officers (at such time and currently) who is not also a director. As previously reported in our Current Report on Form 8-K filed with the SEC on February 19, 2015, the Company and the Fifth Amendment Investors closed on the transactions contemplated by the Fifth Amendment on February 17, 2015.

Sixth Amendment

As previously reported in our Annual Report on Form 10-K filed with the SEC on March 31, 2015, we entered into a Sixth Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties and the Fifth Amendment New Investors on March 31, 2015 (the “Sixth Amendment”), pursuant to which, among other things, (i) the requirement to maintain a minimum cash balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and (ii) the amendment provision was revised to permit the Purchase Agreement to be amended by the Company and the holders of the majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of our Common Stock sold pursuant to the Purchase Agreement (on an as-converted basis) (the “Majority Holders”). On March 31, 2015, we also issued warrants to the HealthCor Parties to purchase up to an aggregate of 1,000,000 shares of our Common Stock as consideration for certain prior waivers of the minimum cash balance requirement in the Purchase Agreement (the “Sixth Amendment Supplemental Warrants”). The Sixth Amendment Supplemental Warrants have an exercise price per share equal to $0.53 (subject to adjustment as described therein).

Seventh Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on June 30, 2015, we entered into a Seventh Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties and the Fifth Amendment New Investors on June 26, 2015 (the “Seventh Amendment”), pursuant to which the Purchase Agreement was amended to permit the Company to enter into and perform its obligations under the Credit Agreement (as defined below), and on June 26, 2015 certain amendments were also made to each of the outstanding notes issued under the Purchase Agreement in connection with the Company’s entrance into the Credit Agreement.

Eighth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on February 26, 2018, we entered into an Eighth Amendment to Note and Warrant Purchase Agreement on February 23, 2018 (the “Eighth Amendment”) with the Fifth Amendment New Investors (the “Existing Investors”), an additional investor party thereto (such additional investor, the “New Investor” and, collectively with the Existing Investors, the “Investors”) and the HealthCor Parties (solely in their capacity as the Majority Holders approving the Eighth Amendment and not as investors), pursuant to which we sold and issued, for an aggregate of $2,050,000 in cash, to the Investors on such date (i) additional notes in the initial aggregate principal amount of $2,050,000, with a conversion price per share equal to $0.05 (subject to adjustment as described therein) and a maturity date of February 22, 2028 (the “Eighth Amendment Supplemental Closing Notes”) and (ii) additional warrants to purchase an aggregate of up to 512,500 shares of our Common Stock at an exercise price per share equal to $0.05 (subject to adjustment as described therein) and with an expiration date of February 23, 2028 (the “Eighth Amendment Supplemental Warrants”). The Existing Investors were composed of all but one of our directors (at such time and currently) as well as one of our officers (at such time and currently) who is not also a director. Of the total amount of Eighth Amendment Supplemental Closing Notes and Eighth Amendment Supplemental Warrants issued and sold by the Company pursuant to the Eighth Amendment, such directors and officer purchased, in aggregate, Eighth Supplemental Closing Notes in the initial aggregate principal amount of $1,950,000 and Eighth Amendment Supplemental Warrants to purchase an aggregate of up to 487,500 shares of our Common Stock.

Ninth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on July 11, 2018, we entered into a Ninth Amendment to Note and Warrant Purchase Agreement on July 10, 2018 (the “Ninth Amendment”) with the HealthCor Parties and the Investors, pursuant to which the parties agreed to amend the Purchase Agreement, the 2011 HealthCor Notes (the “Second 2011 Note Allonges”), the 2012 HealthCor Notes (the “Second 2012 Note Allonges”), the 2014 HealthCor Notes, the 2015 Supplemental Notes and the Eighth Amendment Supplemental Closing Notes, as applicable, to (i) remove the rights of the holders of the 2011 HealthCor Notes and the 2012 HealthCor Notes to convert such notes to Common Stock after June 30, 2018; (ii) suspend the accrual of interest on the 2011 HealthCor Notes and the 2012 HealthCor Notes for periods after June 30, 2018; (iii) provide for the potential earlier repayment of the 2011 HealthCor Notes and the 2012 HealthCor Notes by the Company, 120 calendar days following a written demand for payment by the holder of such notes; provided, however, that such written demand may not be given prior to the twelve-month anniversary of the date on which the obligations of the Company under the Credit Agreement are repaid in full; (iv) cancel the 2011 HealthCor Warrants; (v) provide for the seniority of the 2011 HealthCor Notes and the 2012 HealthCor Notes in right of payment over notes subsequently issued pursuant to the Purchase Agreement, including the 2014 HealthCor Notes, the 2015 Supplemental Notes and the Eighth Amendment Supplemental Closing Notes; (vi) amend the terms of the 2014 HealthCor Notes, the 2015 Supplemental Notes and the Eighth Amendment Supplemental Closing Notes to reflect the seniority in payment of the 2011 HealthCor Notes and 2012 HealthCor Notes; and (vii) reduce the number of shares of Common Stock that the Company must at all times have authorized and reserved for the purpose of issuance upon conversion of the notes issued pursuant to the Purchase Agreement (collectively, the “Notes”) and exercise of the warrants issued pursuant to the Purchase Agreement (collectively, the “Warrants”), from at least 120% of the aggregate number of shares of Common Stock then issuable upon full conversion of the Notes and exercise of the Warrants to at least 100% of such aggregate number of shares.

Tenth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on July 16, 2018, we entered into a Tenth Amendment to Note and Warrant Purchase Agreement on July 13, 2018 (the “Tenth Amendment”) with the Existing Investors listed in Annex I to the Tenth Amendment (the “Tenth Amendment Investors”) and the HealthCor Parties (solely in their capacity as Majority Holders (acting together with the Tenth Amendment Investors) approving the Tenth Amendment and not as investors), pursuant to which we sold and issued, for an aggregate of $1,000,000 in cash, to the Tenth Amendment Investors on such date additional notes, the Tenth Amendment Supplemental Closing Notes, in the initial aggregate principal amount of $1,000,000, with a conversion price per share equal to $0.05 (subject to adjustment as described therein) and a maturity date of July 12, 2028. The Tenth Amendment Investors were composed entirely of our directors.

Eleventh Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on April 2, 2019, we entered into an Eleventh Amendment to Note and Warrant Purchase Agreement with the Majority Holders (the “Eleventh Amendment”) on March 27, 2019, pursuant to which (i) the requirement that the Company maintain a minimum cash balance of $2,000,000 was eliminated and (ii) any breaches of the requirement to maintain such minimum cash balance that occurred on or prior to the date of the Eleventh Amendment were waived.

Twelfth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on May 20, 2019, we entered into a Twelfth Amendment to Note and Warrant Purchase Agreement on May 15, 2019 (the “Twelfth Amendment”) with the Existing Investor listed in Annex I to the Twelfth Amendment (the “Twelfth Amendment Investor”) and with the HealthCor Parties and certain additional Existing Investors (solely in their capacity as Majority Holders (acting together with the Twelfth Amendment Investor) approving the Twelfth Amendment and not as investors), pursuant to which (i) we sold and issued, for $50,000 in cash, to the Twelfth Amendment Investor on such date an additional note, the Twelfth Amendment Supplemental Closing Note, in the initial principal amount of $50,000, with a conversion price per share equal to $0.03 (subject to adjustment as described therein) and a maturity date of May 14, 2029; (ii) the Majority Holders consented to the issuance of a warrant in connection with an additional loan under the Credit Agreement; and (iii) the Majority Holders consented (A) to a proposed amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock to 500,000,000 and (B) to a technical amendment to the Company’s Bylaws to conform them to a provision of the Nevada Revised Statutes. The Twelfth Amendment Investor is one of our directors.

Thirteenth Amendment

As previously reported in our Current Report on Form 8-K filed with the SEC on February 10, 2020, we entered into a Thirteenth Amendment to Note and Warrant Purchase Agreement on February 6, 2020 (the “Thirteenth Amendment”) with the Existing Investor listed in Annex I to the Thirteenth Amendment (the “Thirteenth Amendment Investor”) and with the HealthCor Parties and certain additional Existing Investors (solely in their capacity as Majority Holders (acting together with the Thirteenth Amendment Investor) approving the Thirteenth Amendment and not as investors), pursuant to which (i) we sold and issued, for $100,000 in cash, to the Thirteenth Amendment Investor on such date an additional note, the Thirteenth Amendment Supplemental Closing Note, in the initial principal amount of $100,000, with a conversion price per share equal to $0.01 (subject to adjustment as described therein) and a maturity date of February 5, 2030; and (ii) the Majority Holders consented to the issuance of a warrant in connection with an additional loan under the Credit Agreement. The Thirteenth Amendment Investor is one of our directors.

Amendment of 2011 HealthCor Notes and 2012 HealthCor Notes; Issuance of 2021 HealthCor Warrants

On April 20, 2021, we agreed with the HealthCor Parties to (i) amend the 2011 HealthCor Notes to extend the maturity date of the 2011 HealthCor Notes from April 20, 2021 to April 20, 2022 by entering into Allonge No. 3 to the 2011 HealthCor Notes (the “Third 2011 Note Allonges”) and (ii) amend the 2012 HealthCor Notes to extend the maturity date of the 2012 HealthCor Notes from January 30, 2022 to April 20, 2022 by entering into Allonge No. 3 to the 2012 HealthCor Notes (the “Third 2012 Note Allonges”) (such amendments to the 2011 HealthCor Notes and 2012 HealthCor Notes together, the “HealthCor Note Extensions”). In connection with the HealthCor Note Extensions, we issued warrants to purchase an aggregate of 2,000,000 shares of our Common Stock at an exercise price per share equal to $0.23 per share (subject to adjustment as described therein) and with an expiration date of April 20, 2031 to the HealthCor Parties (collectively the “2021 HealthCor Warrants”).

Also on April 20, 2021, in connection with the HealthCor Note Extensions and the issuance of the 2021 HealthCor Warrants, we entered into a Consent and Agreement Pursuant to Note and Warrant Purchase Agreement (the “2021 NWPA Consent”) with the HealthCor Parties and certain additional Existing Investors (in their capacity as Majority Holders acting together with the HealthCor Parties), pursuant to which, among other things, (i) the Majority Holders consented to the HealthCor Note Extensions, (ii) the Majority Holders consented to the issuance of the 2021 HealthCor Warrants and (iii) the parties agreed that the holders of the 2021 HealthCor Warrants would have registration rights for the shares of Common Stock issuable upon exercise of the 2021 HealthCor Warrants under the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors party thereto (the “Registration Rights Agreement”).

Finally, the Company, CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary of the Company (the “Borrower”), CareView Operations, L.L.C., a Texas limited liability company and a wholly owned subsidiary of the Borrower, and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in its capacity as administrative agent and lender (the “Lender”) under the Credit Agreement dated as of June 26, 2015, as amended and modified to date, by and among the Company, the Borrower and the Lender (the “Credit Agreement”), entered into a Consent and Agreement Regarding Note Extensions (the “PDL Consent”) on April 20, 2021, pursuant to which the Lender consented to the HealthCor Note Extensions.

The foregoing descriptions of the Purchase Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Credit Agreement, the 2011 HealthCor Notes, the 2012 HealthCor Notes, the Second 2011 Note Allonges, the Second 2012 Note Allonges, the Registration Rights Agreement, the Third 2011 Note Allonges, the Third 2012 Note Allonges, the 2021 HealthCor Warrants, the 2021 NWPA Consent and the PDL Consent 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 in response to this Item 1.01.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the creation of direct financial obligations of the Company is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

As described above in Item 1.01 and incorporated herein by reference, on April 20, 2021 in connection with the HealthCor Note Extensions, the Company issued to the HealthCor Parties the 2021 HealthCor Warrants to purchase an aggregate of 2,000,000 shares of Common Stock at an exercise price of $0.23 per share (subject to adjustment as described therein) and with an expiration date of April 20, 2031. The 2021 HealthCor Warrants were issued in reliance upon the exemption from registration provided by Regulation D under the Securities Act of 1933, as amended.

The foregoing description of the 2021 HealthCor Warrants is qualified, in its entirety, by reference to the form of 2021 HealthCor Warrant, which is attached as an exhibit to this Current Report on Form 8-K and is incorporated by reference in response to this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Date	Document
10.00	04/21/11	Note and Warrant Purchase Agreement between the Company and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.⁽¹⁾
10.01	04/21/11	Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, L.P.⁽¹⁾
10.02	04/21/11	Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, L.P.⁽¹⁾
10.03	04/21/11	Registration Rights Agreement between the Company and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.⁽¹⁾
10.04	12/31/11	Note and Warrant Amendment Agreement between the Company and HealthCor⁽²⁾
10.05	01/31/12	Second Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor⁽³⁾
10.06	01/31/12	Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, L.P.⁽³⁾
10.07	01/31/12	Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, L.P.⁽³⁾
10.08	08/20/13	Third Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor⁽⁴⁾
10.09	01/16/14	Fourth Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor⁽⁵⁾
10.10	01/16/14	2011 Replacement Note payable to HealthCor Partners Fund, L.P.⁽⁵⁾
10.11	01/16/14	2011 Replacement Note payable to HealthCor Hybrid Offshore Master Fund, L.P.⁽⁵⁾
10.12	01/16/14	2012 Replacement Note payable to HealthCor Partners Fund, L.P.⁽⁵⁾
10.13	01/16/14	2012 Replacement Note payable to HealthCor Hybrid Offshore Master Fund, L.P.⁽⁵⁾
10.14	12/15/14	Fifth Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor⁽⁶⁾
10.15	03/31/15	Sixth Amendment to Note and Warrant Purchase Agreement between the Company and HealthCor⁽⁷⁾
10.16	06/26/15	Seventh Amendment to Note and Warrant Purchase Agreement between the Company, the HealthCor Funds and the Investors named therein⁽⁸⁾
10.17	06/26/15	Amendment to Registration Rights Agreement among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the additional parties named therein⁽⁸⁾

10.18	06/26/15	Credit Agreement between the Company and PDL BioPharma, Inc.⁽⁸⁾
10.19	02/23/18	Eighth Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto⁽⁹⁾
10.20	07/10/18	Ninth Amendment to Note and Warrant Purchase Agreement, by and among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto⁽¹⁰⁾
10.21	07/10/18	Allonge No. 2 to 2011 Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, L.P.⁽¹⁰⁾
10.22	07/10/18	Allonge No. 2 to 2011 Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, L.P.⁽¹⁰⁾
10.23	07/10/18	Allonge No. 2 to 2012 Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, L.P.⁽¹⁰⁾
10.24	07/10/18	Allonge No. 2 to 2012 Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, L.P.⁽¹⁰⁾
10.25	07/13/18	Tenth Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto⁽¹¹⁾
10.26	03/27/19	Eleventh Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto⁽¹²⁾
10.27	05/15/19	Twelfth Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto⁽¹³⁾
10.28	02/06/20	Thirteenth Amendment to Note and Warrant Purchase Agreement, among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto⁽¹⁴⁾
10.29	04/20/21	Allonge No. 3 to 2011 Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, L.P.^(*)
10.30	04/20/21	Allonge No. 3 to 2011 Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, L.P.^(*)
10.31	04/20/21	Allonge No. 3 to 2012 Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, L.P.^(*)
10.32	04/20/21	Allonge No. 3 to 2012 Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, L.P.^(*)
10.33	04/20/21	Form of 2021 HealthCor Warrant^(*)
10.34	04/20/21	Consent and Agreement Pursuant to Note and Warrant Purchase Agreement, by and among the Company, HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and the investors party thereto^(*)
10.35	04/20/21	Consent and Agreement Regarding Note Extensions, by and among the Company, CareView Communications, Inc., a Texas corporation, CareView Operations, L.L.C., a Texas limited liability company, and PDL Investment Holdings, LLC^(*)

	⁽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 January 6, 2012.
	⁽³⁾		Filed with the Current Report on Form 8-K filed with the SEC on February 2, 2012.
	⁽⁴⁾		Filed with the Current Report on Form 8-K filed with the SEC on August 26, 2013.
	⁽⁵⁾		Filed with the Current Report on Form 8-K filed with the SEC on January 22, 2014.
	⁽⁶⁾		Filed with the Current Report on Form 8-K filed with the SEC on December 19, 2014.
	⁽⁷⁾		Filed with the Annual Report on Form 10-K filed with the SEC on March 31, 2015.
	⁽⁸⁾		Filed with the Current Report on Form 8-K filed with the SEC on June 30, 2015.
	⁽⁹⁾		Filed with the Current Report on Form 8-K filed with the SEC on February 26, 2018.
	⁽¹⁰⁾		Filed with the Current Report on Form 8-K filed with the SEC on July 11, 2018.
	⁽¹¹⁾		Filed with the Current Report on Form 8-K filed with the SEC on July 16, 2018.
	⁽¹²⁾		Filed with the Annual Report on Form 10-K filed with the SEC on March 29, 2019.
	⁽¹³⁾		Filed with the Current Report on Form 8-K filed with the SEC on May 20, 2019.
	⁽¹⁴⁾		Filed with the Current Report on Form 8-K filed with the SEC on February 10, 2020.

	*		Filed herewith.

SIGNATURES

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: April 22, 2021	CAREVIEW COMMUNICATIONS, INC.

	By:	/s/ Steven G. Johnson
		Steven G. Johnson Chief Executive Officer

CareView Communications, Inc. 8-K

Exhibit 10.29

HEALTHCOR PARTNERS FUND, L.P.

ALLONGE NO. 3 TO SENIOR SECURED CONVERTIBLE NOTE

(issued April 21, 2011)

April 20, 2021

This Allonge No. 3 to Senior Secured Convertible Note (this “Allonge”) shall be affixed to that certain Senior Secured Convertible Note dated April 21, 2011 (as amended by Allonge No. 1 to Senior Secured Convertible Note, dated June 26, 2015, and Allonge No. 2 to Senior Secured Convertible Note dated, July 10, 2018, the “Note”), issued in the original principal amount of $9,316,000, made by CareView Communications, Inc., a Nevada corporation (the “Company”) and payable to the order of HealthCor Partners Fund, L.P. (the “Holder”), and shall become a permanent part thereof and shall amend the Note as provided herein.

Amendment to Maturity Date. The second sentence of Section 1 of the Note is hereby deleted and replaced with the following:

The “Maturity Date” shall be the earlier to occur of (a) April 20, 2022 or (b) 120 calendar days following a written demand for payment by the Holder to the Company; provided, that such written demand may not be given prior to the twelve month anniversary of the date on which the obligations of the Company under the PDL Credit Agreement are repaid in full.

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 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
Title:	Senior Managing Director

[Signature Page to Allonge No. 3 to CareView Communications Inc. Secured Convertible Note
Issued April 21, 2011 (HCP Fund)]

CareView Communications, Inc. 8-K

Exhibit 10.30

HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.

ALLONGE NO. 3 TO SENIOR SECURED CONVERTIBLE NOTE

(issued April 21, 2011)

April 20, 2021

This Allonge No. 3 to Senior Secured Convertible Note (this “Allonge”) shall be affixed to that certain Senior Secured Convertible Note dated April 21, 2011 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, and Allonge No. 2 to Senior Secured Convertible Note dated, July 10, 2018, the “Note”), issued in the original principal amount of $10,684,000, 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 herein.

Amendment to Maturity Date. The second sentence of Section 1 of the Note is hereby deleted and replaced with the following:

[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/ Anabelle Gray
Name:	Anabelle Gray
Title:	General Counsel

[Signature Page to Allonge No. 3 to CareView Communications Inc. Secured Convertible Note
Issued April 21, 2011 (Hybrid Fund)]

CareView Communications, Inc. 8-K

Exhibit 10.31

HEALTHCOR PARTNERS FUND, L.P.

ALLONGE NO. 3 TO SENIOR SECURED CONVERTIBLE NOTE

(issued January 31, 2012)

April 20, 2021

This Allonge No. 3 to Senior Secured Convertible Note (this “Allonge”) shall be affixed to that certain Senior Secured Convertible Note dated January 31, 2012 (as amended by Allonge No. 1 to Senior Secured Convertible Note, dated June 26, 2015, and Allonge No. 2 to Senior Secured Convertible Note dated, July 10, 2018, the “Note”), issued in the original principal amount of $2,329,000, made by CareView Communications, Inc., a Nevada corporation (the “Company”) and payable to the order of HealthCor Partners Fund, L.P. (the “Holder”), and shall become a permanent part thereof and shall amend the Note as provided herein.

Amendment to Maturity Date. The second sentence of Section 1 of the Note is hereby deleted and replaced with the following:

[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 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
Title:	Senior Managing Director

[Signature Page to Allonge No. 3 to CareView Communications Inc. Secured Convertible Note
Issued January 31, 2012 (HCP Fund)]

CareView Communications, Inc. 8-K

Exhibit 10.32

HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.

ALLONGE NO. 3 TO SENIOR SECURED CONVERTIBLE NOTE

(issued January 31, 2012)

April 20, 2021

This Allonge No. 3 to Senior Secured Convertible Note (this “Allonge”) shall be affixed to that certain Senior Secured Convertible Note dated January 31, 2012 (as amended by Allonge No. 1 to Senior Secured Convertible Note, dated June 26, 2015, and Allonge No. 2 to Senior Secured Convertible Note dated, July 10, 2018, 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 herein.

Amendment to Maturity Date. The second sentence of Section 1 of the Note is hereby deleted and replaced with the following:

The “Maturity Date” shall be the earlier to occur of (a) April 20, 2022 or (b) 120 calendar days following a written demand for payment by the Holder to the Company; provided, that such written demand may not be given prior to the twelve month anniversary of the date on which the obligations of the Company under the PDL Credit Agreement are repaid in full.

[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/ Anabelle Gray
Name:	Anabelle Gray
Title:	General Counsel

[Signature Page to Allonge No. 3 to CareView Communications Inc. Secured Convertible Note
Issued January 31, 2012 (Hybrid Fund)]

CareView Communications, Inc. 8-K

Exhibit 10.33

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD WITHOUT RESTRICTION PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

SUBJECT TO THE PROVISIONS OF SECTION 15 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON APRIL 20, 2031 (THE “EXPIRATION DATE”).

No. F-[__]

CareView Communications, Inc.

WARRANT TO PURCHASE [ ] SHARES OF

COMMON STOCK, PAR VALUE $0.001 PER SHARE

For VALUE RECEIVED, [_________________________] (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from CareView Communications, Inc., a Nevada corporation (“Company”), from and after April 20, 2021 (the “Issue Date”) and at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $0.23 (the exercise price in effect being herein called the “Warrant Price”), [________] shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

Section 1. Registration. The Company shall maintain books for the transfer and registration of the Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.

Section 2. Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration. Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 3. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time from and after the Issue Date and prior to its expiration upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds (or, in certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices or such other office or agency of the Company as it may designate by notice to the Warrantholder (such date, the “Exercise Date”). The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Execution and delivery of the Exercise Agreement with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1^st) business day following the Exercise Date, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Agreement (or Net Issue Election Notice, if applicable, pursuant to Section 18) to the Warrantholder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3^rd) business day following the Exercise Date (the “Share Delivery Date”), the Company shall (A) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Warrantholder, credit such aggregate number of Warrant Shares to which the Warrantholder is entitled pursuant to such exercise to the Warrantholder’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian system, or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver by overnight courier to the address as specified in the Exercise Agreement or Net Issue Election Notice, a certificate, registered in the Company’s share register in the name of the Warrantholder or its designee, for the number of shares of Common Stock to which the Warrantholder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Any certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Exercise Agreement or Net Issue Election Notice, if applicable. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates (or of crediting the Warrantholder’s balance account with DTC), deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

If (1) the Company shall fail for any reason or no reason to issue to the Warrantholder within three (3) business days (such third business day, a “Warrant Share Delivery Date”) after the Exercise Date, in compliance with the terms of this Section 3, a certificate for the number of Warrant Shares to which the Warrantholder is entitled and register such shares on the Company’s share register or to credit the Warrantholder’s balance account at DTC for such number of Warrant Shares to which the Warrantholder is entitled upon the exercise of this Warrant, and (2) on or after the Warrant Share Delivery Date, the Warrantholder, or any third party on behalf of the Warrantholder or for the Warrantholder’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of shares issuable upon exercise that the Warrantholder anticipated receiving from the Company (a “Buy-In”), then the Company shall pay in cash to the Warrantholder (for costs incurred either directly by such Warrantholder or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Warrantholder as a result of the sale to which such Buy-In relates. The Warrantholder shall provide the Company written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In.

Section 4. Compliance with the Securities Act. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5. Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6. Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 7. Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of this Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

Section 8. Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.

(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on The NASDAQ Stock Market or any other national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on a tiered marketplace of the OTC Markets Group Inc. (the “Bulletin Board”) or a similar quotation system or association, the closing sale price of one share of Common Stock on the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange, the Bulletin Board or such other quotation system or association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed.

(d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

(e) In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

(f) To the extent permitted by applicable law and the listing requirements of any stock market or exchange on which the Common Stock is then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if (i) the period is at least twenty (20) days, (ii) the decrease is irrevocable during the period, and (iii) the Board shall have made a determination that such decrease would be in the best interests of the Company, which determination shall be conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall provide written notice thereof to the Warrantholder at least five (5) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant Price and the period during which it will be in effect.

Section 9. Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.

Section 10. Registration Rights. The Warrant Shares deliverable upon exercise of this Warrant shall be deemed “Registrable Securities” under, and the Warrantholder shall have the registration rights with respect to such shares under and as set forth in, the Registration Rights Agreement dated as of April 21, 2011 between and among the Company, the initial Warrantholder and the other parties thereto from time to time (as amended from time to time, the “Registration Rights Agreement”), on a pari passu basis with the rights of the holders of the Registrable Securities who are parties thereto.

Section 11. Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

Section 12. Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 13. Identity of Transfer Agent. The Transfer Agent for the Common Stock is Holladay Stock Transfer, Inc. Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.

Section 14. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company’s books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:

If to the Company:

CareView Communications, Inc.
405 State Highway 121
Suite B-240

Lewisville, TX 75067
Attention: Chief Executive Officer
Fax: (972) 403-7659

With a copy to:

Law Offices of Carl A. Generes

4358 Shady Bend Drive

Dallas, Texas 75244-7447

Attn: Carl A. Generes

Fax: (972) 715-5700

Section 15. Extension of Expiration Date. If the Company fails to cause any Registration Statement covering Registrable Securities (each as defined in the Registration Rights Agreement) to be declared effective prior to the applicable dates set forth therein, or if any of the events specified in Section 3(b) of the Registration Rights Agreement occurs, and the Blackout Period (as defined in the Registration Rights Agreement) (whether alone, or in combination with any other Blackout Period) continues for more than 60 days in any 12 month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the 60-day or 90-day limits, as the case may be, that the Blackout Period continues.

Section 16. Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and permitted assigns hereunder.

Section 17. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without reference to the choice of law provisions thereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 18. Cashless Exercise. Notwithstanding any other provision contained herein to the contrary, the Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B (the “Net Issue Election Notice”), duly executed, to the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A - B)

where

X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A = the “Market Price” of one share of Common Stock as at the date the net issue election is made; and

B = the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 19. No Rights as Shareholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a shareholder of the Company by virtue of its ownership of this Warrant.

Section 20. Amendment; Waiver; Termination. Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) only upon the written consent of the Company and the Warrantholder or its successors and assigns.

Section 21. Section Headings. The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 20th day of April, 2021.

SIGNATURES

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.

	CAREVIEW COMMUNICATIONS, INC.

	By:
		Name: Steven G. Johnson Title: President

APPENDIX A
CAREVIEW COMMUNICATIONS, INC.
WARRANT EXERCISE FORM

To CareView Communications, Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

________________________________

Name

________________________________

Address

________________________________

Federal Tax ID or Social Security No.

and delivered by: ( ) certified mail to the above address, or

( ) electronically (provide DWAC Instructions:___________________), or

( ) other (specify): __________________________________________.

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated: ___________________, ____

Signature:____________________________

Note: The signature must correspond with the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.

______________________________

Name (please print)

______________________________

Address

______________________________

Federal Identification or

Social Security No.

Assignee:

______________________________

APPENDIX B

CAREVIEW COMMUNICATIONS, INC.

NET ISSUE ELECTION NOTICE

To: CareView Communications, Inc.

Date:[_________________________]

The undersigned hereby elects under Section 18 of this Warrant to surrender the right to purchase [____________] shares of Common Stock pursuant to this Warrant and hereby requests the issuance of [_____________] shares of Common Stock. The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

CareView Communications, Inc. 8-K

Exhibit 10.34

Execution Version

CONSENT AND AGreement PURSUANT TO
NOTE AND WARRANT PURCHASE AGREEMENT

This CONSENT AND AGreement PURSUANT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of April 20, 2021 (this “Consent Agreement”), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the “Company”), the HealthCor Parties (as defined below), and such additional Existing Investors (as defined below) as, together with the HealthCor Parties (collectively, the “Majority Investors”), are holders of at least a majority of the shares of Common Stock issued or issuable (on an as converted basis) upon conversion of the Notes and Warrants.

WITNESSETH:

WHEREAS, the Company, HealthCor Partners Fund, L.P. (“HealthCor Partners”), HealthCor Hybrid Offshore Master Fund, L.P. (“HealthCor Hybrid” and, together with HealthCor Partners, the “HealthCor Parties”) and certain additional investors that purchased additional Notes and additional Warrants on February 17, 2015 (the “2015 Investors”), additional Notes and additional Warrants on February 23, 2018 (the “February 2018 Investors”), additional Notes on July 13, 2018 (the “July 2018 Investors”), additional Notes on May 15, 2019 (the “2019 Investor”) and additional Notes on February 6, 2020 (the “2020 Investor” and, together with the 2015 Investors, the February 2018 Investors, the July 2018 Investors, the 2019 Investor and the HealthCor Parties, the “Existing 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 that certain Note and Warrant Amendment Agreement dated December 30, 2011, that certain Second Amendment to Note and Warrant Purchase Agreement dated January 31, 2012, that certain Third Amendment to Note and Warrant Purchase Agreement dated August 20, 2013, that certain Fourth Amendment to Note and Warrant Purchase Agreement dated January 16, 2014, that certain Fifth Amendment to Note and Warrant Purchase Agreement dated December 15, 2014, that certain Sixth Amendment to Note and Warrant Purchase Agreement dated March 31, 2015, that certain Seventh Amendment to Note and Warrant Purchase Agreement dated June 26, 2015, that certain Eighth Amendment to Note and Warrant Purchase Agreement dated February 23, 2018, that certain Ninth Amendment to Note and Warrant Purchase Agreement dated July 10, 2018, that certain Tenth Amendment to Note and Warrant Purchase Agreement dated July 13, 2018, that certain Eleventh Amendment to Note and Warrant Purchase Agreement dated March 27, 2019, that certain Twelfth Amendment to Note and Warrant Purchase Agreement dated May 15, 2019 and that certain Thirteenth Amendment to Note and Warrant Purchase Agreement dated February 6, 2020, the “Purchase Agreement”);

WHEREAS, as contemplated by the Purchase Agreement, the Company issued and sold (a) $20,000,000 initial principal amount of Notes (the “2011 Notes”) and Warrants to purchase 11,782,859 shares of Common Stock to the HealthCor Parties on April 21, 2011, (b) $5,000,000 initial principal amount of Supplemental Closing Notes (the “2012 Notes”) to the HealthCor Parties on January 31, 2012, (c) $5,000,000 initial principal amount of 2014 Supplemental Closing Notes and 2014 Supplemental Warrants to purchase 4,000,000 shares of Common Stock to the HealthCor Parties on January 16, 2014, (d) $6,000,000 initial principal amount of Fifth Amendment Supplemental Closing Notes and Fifth Amendment Supplemental Warrants to purchase 3,692,308 shares of Common Stock to HealthCor Partners and the 2015 Investors on February 17, 2015, (e) $2,050,000 initial principal amount of Eighth Amendment Supplemental Notes and Eighth Amendment Supplemental Warrants to purchase 512,500 shares of Common Stock to the February 2018 Investors on February 23, 2018, (f) $1,000,000 initial principal amount of Tenth Amendment Supplemental Notes to the July 2018 Investors on July 13, 2018, (g) $50,000 initial principal amount of Twelfth Amendment Supplemental Notes to the 2019 Investor on May 15, 2019 and (h) $100,000 initial principal amount of Thirteenth Amendment Supplemental Notes to the 2020 Investor on February 6, 2020;

WHEREAS, pursuant to Section 7.9 of the Purchase Agreement and subject to the terms and conditions contained herein, the Majority Investors desire to consent to the amendment of the 2011 Notes and 2012 Notes through the execution and delivery by the Company and the HealthCor Parties of Allonge No. 3 to the 2011 Notes and Allonge No. 3 to the 2012 Notes, in the forms attached as Exhibit A and Exhibit B hereto, respectively, for the purposes of (a) extending the maturity date of the 2011 Notes from April 20, 2021 to April 20, 2022 and (b) extending the maturity date of the 2012 Notes from January 30, 2022 to April 20, 2022 (such amendments to the 2011 Notes and 2012 Notes together, the “HealthCor Note Extensions”); in each case retaining the existing provision for the potential earlier repayment thereof subject to certain conditions, including the Company’s senior debt being repaid in full, being first met; and

WHEREAS, pursuant to Section 7.9 of the Purchase Agreement and subject to the terms and conditions contained herein, the Majority Investors desire to (a) consent pursuant to Section 6.12 of the Purchase Agreement to the Company’s issuance of warrants in the form attached as Exhibit C hereto for the purchase of an aggregate of 2,000,000 shares of Common Stock, with an exercise price per share equal to $0.23 (subject to adjustment as described therein), to the HealthCor Parties in consideration of the HealthCor Note Extensions (such warrants collectively, the “2021 HealthCor Warrants”) and (b) waive the Investors’ rights, if any, as set forth under Section 5.4 of the Purchase Agreement (the “Preemptive Rights”) with respect to the issuance of the 2021 HealthCor Warrants, including without limitation any notice rights thereunder.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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

2. Consent to Amendment of 2011 Notes and 2012 Notes. The Majority Investors hereby consent, pursuant to Section 7.9 of the Purchase Agreement, to the amendment of the 2011 Notes and 2012 Notes through the execution and delivery by the Company and the HealthCor Parties of the HealthCor Note Extensions.

3. Consent to Issuance of 2021 HealthCor Warrants. The Majority Investors hereby consent, pursuant to Section 6.12 and Section 7.9 of the Purchase Agreement, to the Company’s issuance of the 2021 HealthCor Warrants.

4. Waiver of Preemptive Rights. The Majority Investors hereby waive, pursuant to Section 7.9 of the Purchase Agreement, the Preemptive Rights, if any, of the Investors as set forth under Section 5.4 of the Purchase Agreement with respect to the issuance of the 2021 HealthCor Warrants, including without limitation any notice rights thereunder.

5. Registration Rights. The Company, the HealthCor Parties and the Majority Investors (representing the holders of a majority of the “Registrable Securities” as defined in the Registration Rights Agreement) hereby agree that the 2021 HealthCor Warrants shall be considered “Warrants” for purposes of Section 1(n) of the Registration Rights Agreement and the shares issuable upon exercise of the 2021 HealthCor Warrants shall be considered “Warrant Shares” and “Registrable Securities” for purposes of Sections 1(o) and 1(i), respectively, of the Registration Rights Agreement.

6. Miscellaneous.

(a) Ratification and Confirmation. The Company acknowledges, agrees and confirms that the Purchase Agreement and each of the other Transaction Documents, except as expressly set forth in this Consent Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(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 the transactions contemplated hereby.

(c) Governing Law. All questions concerning the construction, interpretation and validity of this Consent Agreement 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 Consent Agreement, 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.

(d) 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.

(e) Counterparts; Facsimile and Electronic Signatures. This Consent Agreement 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 Consent Agreement delivered by facsimile or other electronic transmission shall be acceptable and binding.

(f) Headings. The section and paragraph headings contained in this Consent Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Consent Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Consent Agreement as of the date first written above.

	COMPANY:

	CareView Communications, Inc., a Nevada corporation

	By:	/s/ Steven G. Johnson
		Name: Steven G. Johnson
		Title: President

[Signature Page to Consent Agreement]

MAJORITY 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
		1325 Avenue of Americas, 27th Floor
		New York, NY 10019

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

By:	/s/ Anabelle Gray
Name: Anabelle Gray
Title: General Counsel
Address:		HealthCor Partners
		1325 Avenue of Americas, 27th Floor
		New York, NY 10019

[Signature Page to Consent Agreement]

	MAJORITY INVESTORS:

	/s/ Steven B. Epstein
	Steven B. Epstein

	/s/ Dr. James R. Higgins
	Dr. James R. Higgins

	/s/ Steven G. Johnson
	Steven G. Johnson

	/s/ Jeffrey C. Lightcap
	Jeffrey C. Lightcap

[Signature Page to Consent Agreement]

ACKNOWLEDGED AND AGREED:

CareView Communications, Inc., a Texas corporation

By:	/s/ Steven G. Johnson
Name:	Steven G. Johnson
Title:	President


CareView Operations, LLC

By:	/s/ Steven G. Johnson
Name:	Steven G. Johnson
Title:	President

[Signature Page to Consent Agreement]

Exhibit A

Form of Allonge No. 3 to the 2011 Notes

(Attached)

Exhibit B

Form of Allonge No. 3 to the 2012 Notes

(Attached)

Exhibit C

Form of 2021 HealthCor Warrants

(Attached)

CareView Communications, Inc. 8-K

Exhibit 10.35

CONSENT AND AGREEMENT REGARDING NOTE EXTENSIONS

This CONSENT AND AGREEMENT REGARDING NOTE EXTENSIONS (this “Consent Agreement”), dated as of April 20, 2021, by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly owned subsidiary of Holdings (the “Borrower”), CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company and a wholly owned subsidiary of the Borrower (the “Subsidiary Guarantor”), and PDL INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (as assignee of PDL BioPharma, Inc.), in its capacity as lender under the Credit Agreement defined below (in such capacity, the “Lender”) and in its capacity as agent (in such capacity, the “Agent”) under the Credit Agreement.

RECITALS

WHEREAS, Holdings, the Borrower, the Lender, the Agent and the Tranche Three Lender have entered into that certain Credit Agreement dated as of June 26, 2015 (as amended, the “Credit Agreement”) pursuant to which the Lender made a term loan to the Borrower in the original aggregate principal amount of $20,000,000 and the Tranche Three Lender made term loans to the Borrower in the original aggregate principal amount of $700,000;

WHEREAS, Holdings, HealthCor Partners Fund, L.P. (“HealthCor Partners”), HealthCor Hybrid Offshore Master Fund, L.P. (“HealthCor Hybrid” and, together with HealthCor Partners, the “HealthCor Parties”) and certain additional investors that purchased notes and warrants from Holdings are parties to the HealthCor Note and Warrant Purchase Agreement;

WHEREAS, as contemplated by the HealthCor Note and Warrant Purchase Agreement, Holdings issued and sold (a) $20,000,000 initial principal amount of notes (the “2011 Notes”) to the HealthCor Parties on April 21, 2011, and (b) $5,000,000 initial principal amount of notes (the “2012 Notes”) to the HealthCor Parties on January 31, 2012;

WHEREAS, Holdings and the HealthCor Parties desire to amend the 2011 Notes and the 2012 Notes through the execution and delivery by Holdings and the HealthCor Parties of Allonge No. 3 to the 2011 Notes and Allonge No. 3 to the 2012 Notes, in the forms attached as Exhibit A and Exhibit B hereto, respectively, for the purposes of (a) extending the maturity date of the 2011 Notes from April 20, 2021 to April 20, 2022 and (b) extending the maturity date of the 2012 Notes from January 30, 2022 to April 20, 2022 (such amendments to the 2011 Notes and 2012 Notes together, the “HealthCor Note Extensions”); in each case retaining the existing provision for the potential earlier repayment thereof subject to certain conditions, including Holdings’ and the Borrower’s senior debt being repaid in full, being first met;

WHEREAS, Holdings and the Borrower have determined that the HealthCor Note Extensions are in the best interest of Holdings and the Borrower, and have requested that the Agent and the Lender agree to consent, pursuant to the terms of the Credit Agreement, to Holdings’ entering into the HealthCor Note Extensions; and

WHEREAS, the Agent and the Lender are willing to consent under the terms of the Credit Agreement to Holdings’ entering into the HealthCor Note Extensions.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I.
DEFINITIONS

1.1 Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Consent Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

Article II.
CONSENT UNDER CREDIT AGREEMENT

2.1 Consent to HealthCor Note Extensions. Pursuant to Section 10.1 of the Credit Agreement, the Agent and the Lender hereby consent to Holdings’ entering into the HealthCor Note Extensions.

Article III.
MISCELLANEOUS

3.1 Loan Document. This Consent Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.

3.2 Effect of Consent Agreement. Except as expressly set forth herein, this Consent Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect, the rights and remedies of the parties to the Credit Agreement and shall not alter, modify, amend or in any way affect any of the terms or conditions contained therein, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any future consent with respect to, or waiver, amendment, modification or other change of, any of the terms or conditions contained in the Credit Agreement in similar or different circumstances. Except as expressly stated herein, the Agent and the Lender reserve all rights, privileges and remedies under the Loan Documents. All references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

3.3 Reaffirmation of Loan Documents. Each of Holdings, the Borrower and the Subsidiary Guarantor hereby reaffirms its obligations under each Modification Document and Loan Document to which it is a party. Each of Holdings, the Borrower and the Subsidiary Guarantor hereby further ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Guarantee and Collateral Agreement or any other Loan Document, to the Agent, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof.

3.4 Fees and Expenses. The Borrower agrees to pay within five Business Days of the Consent Agreement Effective Date, by wire transfer of immediately available funds to an account of the Agent designated in writing, reimbursement from the Borrower of all costs and expenses incurred by the Agent and the Lender in connection with this Consent Agreement, including any and all fees payable or owed to Gibson, Dunn & Crutcher LLP in connection with the drafting, negotiation, and execution of this Consent Agreement.

3.5 Counterparts. This Consent Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed signature page of this Consent Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

3.6 Construction; Captions. Each party hereto hereby acknowledges that all parties hereto participated equally in the negotiation and drafting of this Consent Agreement and that, accordingly, no court construing this Consent Agreement shall construe it more stringently against one party than against the other. The captions and headings of this Consent Agreement are for convenience of reference only and shall not affect the interpretation of this Consent Agreement.

3.7 Successors and Assigns. This Consent Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (as permitted under the Credit Agreement).

3.8 Governing Law. This Consent Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto shall be governed by and construed in accordance with THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3.9 Severability. The illegality or unenforceability of any provision of this Consent Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Consent Agreement or any instrument or agreement required hereunder.

3.10 Release of Claims. In consideration of the Lender’s and Agent’s agreements contained in this Consent Agreement, each of Holdings, the Borrower and the Subsidiary Guarantor hereby releases and discharges the Lender and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any and all other claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which Holdings, the Borrower or the Subsidiary Guarantor ever had or now has against the Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of the Agent, any Lender or any other Released Person relating to this Consent Agreement or the Credit Agreement or any other Loan Document on or prior to the date hereof.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Consent Agreement to be duly executed and delivered as of the date first above written.

	CAREVIEW COMMUNICATIONS, INC.,
	a Nevada corporation,
	as Holdings

	By:	/s/ Steven G. Johnson
		Name: Steven G. Johnson
		Title: President and Chief Executive Officer

	CAREVIEW COMMUNICATIONS, INC.,
	a Texas corporation,
	as Borrower

	By:	/s/ Steven G. Johnson
		Name: Steven G. Johnson
		Title: President and Chief Executive Officer

	CAREVIEW OPERATIONS, L.L.C.,
	a Texas limited liability company,
	as Subsidiary Guarantor

	By:	/s/ Steven G. Johnson
		Name: Steven G. Johnson
		Title: President and Chief Executive Officer

[Signature Page to Consent Agreement]

	PDL INVESTMENT HOLDINGS, LLC,
	a Delaware limited liability company,
	as Agent

	By:	/s/ Christopher Stone
		Name: Christopher Stone
		Title: CEO

	PDL INVESTMENT HOLDINGS, LLC,
	a Delaware limited liability company,
	as Lender

	By:	/s/ Christopher Stone
		Name: Christopher Stone
		Title: CEO

[Signature Page to Consent Agreement]

Exhibit A

Form of Allonge No. 3 to the 2011 Notes

(Attached)

Exhibit B

Form of Allonge No. 3 to the 2012 Notes

(Attached)