Item 1.01 Entry into a Material Definitive Agreement 3



Item 9.01 (d) Exhibits                                  3



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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, on February 2, 2018 the Company entered into an amendment (the "Rockwell Note Amendment") to the Company's Promissory Note to Rockwell Holdings I, LLC ("Rockwell") dated as of January 31, 2017 (the "Rockwell Note"), pursuant to which Rockwell agreed to defer $50,000 of each $100,000 quarterly payment due under the Rockwell Note from January 1, 2018 through the termination of the modification period provided for under the Modification Agreement entered into on February 2, 2018, as amended, by and among 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, by and among the Company, the Borrower and the Lender.

As previously reported in our Current Report on Form 8-K filed with the SEC on January 7, 2020, the Company and Rockwell entered into a Second Amendment to the Rockwell Note (the "Second Rockwell Note Amendment") on December 31, 2019, pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2020, and agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 to January 31, 2020.

As previously reported in our Current Report on Form 8-K filed with the SEC on February 6, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note (the "Third Rockwell Note Amendment") effective as of January 31, 2020, pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on December 31, 2019 from January 31, 2020 to February 10, 2020.

As previously reported in our Current Report on Form 8-K filed with the SEC on April 17, 2020, the Company and Rockwell entered into a Fourth Amendment to the Rockwell Note (the "Fourth Rockwell Note Amendment") effective as of March 31, 2020, pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on March 31, 2020 to April 16, 2020.

On December 31, 2020, the Company and Rockwell entered into a Fifth Amendment to the Rockwell Note (the "Fifth Rockwell Note Amendment"), pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to December 31, 2021, and agreed that the quarterly principal payment that would otherwise be due on December 31, 2020 will not be required to be made until December 31, 2021.

The foregoing descriptions of the Rockwell Note, the Rockwell Note Amendment, the Second Rockwell Note Amendment, the Third Rockwell Note Amendment, the Fourth Rockwell Note Amendment and the Fifth Rockwell Note Amendment are qualified, in their entirety, by reference to each such document, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Date Document


  10.01     01/31/17 Promissory Note to Rockwell Holdings I, LLC(1)
  10.02     02/02/18 Amendment to Promissory Note to Rockwell Holdings I, LLC(2)
  10.03     12/31/19 Second Amendment to Promissory Note to Rockwell Holdings I, LLC(3)
  10.04     01/31/20 Third Amendment to Promissory Note to Rockwell Holdings I, LLC(4)
  10.05     03/31/20 Fourth Amendment to Promissory Note to Rockwell Holdings I, LLC(5)
  10.06     12/31/20 Fifth Amendment to Promissory Note to Rockwell Holdings I, LLC(*)




  (1) Filed with the Current Report on Form 8-K filed with the SEC on February 2,
      2017.


  (2) Filed with the Current Report on Form 8-K filed with the SEC on February 5,
      2018.
  (3) Filed with the Current Report on Form 8-K filed with the SEC on January 7,
      2020.
  (4) Filed with the Current Report on Form 8-K filed with the SEC on February 6,
      2020.
  (5) Filed with the Current Report on Form 8-K filed with the SEC on April 17,
      2020.

  *   Filed herewith.


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