Item 1.01 Entry into a Material Definitive
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 February 5, 2018, 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 (the “Subsidiary Guarantor”), 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 (the “Credit Agreement”)
dated as of June 26, 2015, as amended, by and among the Company, the Borrower and the Lender, entered into a Modification
Agreement on February 2, 2018, effective as of December 28, 2017 (the “Modification Agreement”), with respect to the
Credit Agreement in order to modify certain provisions of the Credit Agreement and Loan Documents (as defined in the Credit Agreement)
to prevent an Event of Default (as defined in the Credit Agreement) from occurring.
Under the Modification Agreement, the parties agreed that
(i) the Borrower would not make the principal payment due under the Credit Agreement on December 31, 2017 until the end
of the Modification Period (as defined below), (ii) the Borrower would not pay the principal installments due at the end of
each calendar quarter during the Modification Period and (iii) because the Borrower’s Liquidity (as defined in the Credit
Agreement) was anticipated to fall below $3,250,000, the Liquidity required during the Modification Period would be lowered to
$2,500,000 (collectively, the “Covered Events”). The Lender agreed that the occurrence and continuance of any of the
Covered Events will not constitute Events of Default for a period (the “Modification Period”) from December 28,
2017 through the earliest to occur of (a) any Event of Default under any Loan Documents that does not constitute a Covered
Event, (b) any event of default under the Modification Agreement, (c) the Lender’s election, in its sole discretion,
to terminate the Modification Period on May 31, 2018 or September 30, 2018 (with each such date permitted to be extended
by the Lender in its sole discretion) by delivering a written notice to the Borrower on or prior to such date, or (d) December 31,
2018.
In consideration of the Lender’s entry into the Modification
Agreement, the Company and the Borrower agreed, among other things, that the Borrower would obtain (i) at least $2,250,000
in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt (each such term as defined
in the Credit Agreement) on or prior to February 23, 2018 and (ii) an additional $3,000,000 in net cash proceeds from
the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 31, 2018 (resulting in aggregate
net cash proceeds of at least $5,250,000).
As previously reported in our Current Report on Form 8-K
filed with the SEC on February 26, 2018, the Company, the Borrower and the Lender entered into a Second Amendment to Credit
Agreement (the “Credit Agreement Amendment”) on February 23, 2018, pursuant to which, among other things, the
parties agreed to amend the Modification Agreement to provide that the Borrower could satisfy its obligations under the Modification
Agreement to obtain financing by obtaining (i) at least $2,050,000 in net cash proceeds from the issuance of Capital Stock
(other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (ii) an additional $3,000,000 in net
cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 31, 2018
(resulting in aggregate net cash proceeds of at least $5,050,000).
As previously reported in our Current Report on Form 8-K
filed with the SEC on June 4, 2018, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into an Amendment
to Modification Agreement (the “First Modification Agreement Amendment”) on May 31, 2018, pursuant to which the
parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s
sole discretion, to terminate the Modification Period would be July 31, 2018 and September 30, 2018 (with each such date
permitted to be extended by the Lender in its sole discretion); and that the Borrower could satisfy its obligations under the Modification
Agreement to obtain financing by obtaining (i) at least $2,050,000 in net cash proceeds from the issuance of Capital Stock
(other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (ii) an additional (A) $750,000
in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to June 15,
2018 and (B) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt
on or prior to August 31, 2018 (resulting in aggregate net cash proceeds of at least $3,550,000).
As previously reported in our Current Report on Form 8-K
filed with the SEC on June 15, 2018, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Second Amendment
to Modification Agreement (the “Second Modification Agreement Amendment”) on June 14, 2018, pursuant to which
the parties agreed to further amend the Modification Agreement to provide that the Borrower could satisfy its obligations under
the Modification Agreement to obtain financing by obtaining (i) at least $2,050,000 in net cash proceeds from the issuance
of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (ii) an additional (A) $750,000
in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to July 3,
2018 (rather than June 15, 2018) and (B) $750,000 in net cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to August 31, 2018 (resulting in aggregate net cash proceeds of at least $3,550,000).
On June 28, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Third Amendment to Modification Agreement (the “Third Modification Agreement Amendment”),
pursuant to which the parties agreed to further amend the Modification Agreement to provide that the Borrower could satisfy its
obligations under the Modification Agreement to obtain financing by obtaining (i) at least $2,050,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to February 23, 2018 and (ii) an
additional (A) $750,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or
Debt on or prior to July 13, 2018 (rather than July 3, 2018) and (B) $750,000 in net cash proceeds from the issuance
of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to August 31, 2018 (resulting in aggregate net
cash proceeds of at least $3,550,000).
The foregoing descriptions of the Credit Agreement, the Modification
Agreement, the Credit Agreement Amendment, the First Modification Agreement Amendment, the Second Modification Agreement Amendment
and the Third Modification Agreement Amendment are qualified, in their entirety, by reference to each such agreement, 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.