COMMON STOCK PURCHASE WARRANT CAREVIEW COMMUNICATIONS, INC.CareView Communications Inc • August 23rd, 2010
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CareView Communications, Inc., a Nevada corporation (the “Company”), up to Four Hundred Nine Thousand Five Hundred Seventy (409,570) shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENT BY AND BETWEEN CAREVIEW COMMUNICATIONS, INC. AND SAMUEL A. GRECOEmployment Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2008 and effective as of January 1, 2009 (the “Effective Date”) by and between CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“CareView”), and SAMUEL A. GRECO (“Employee”).
CAREVIEW COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS INDEMNIFICATION AGREEMENT is entered into and is effective as of , by and between CareView Communications, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of September 1, 2007 by and between CareView Communications, Inc., a Texas corporation (the “Company”), having its principal place of business at 5000 Legacy Drive, Suite 470,
AGREEMENT REGARDING GROSS INCOME INTERESTS between CAREVIEW COMMUNICATIONS, INC. and DENNIS M. LANGLEY, dated AUGUST 20, 2010CareView Communications Inc • August 23rd, 2010 • Texas
This Agreement Regarding Gross Income Interests (herein Agreement) is between CareView Communications, Inc. (herein CareView or Company) and Dennis M. Langley (herein Langley), and is dated the 20th day of August, 2010, but relates back to February 28, 2005.
LIMITED INTELLECTUAL PROPERTY LICENSE AGREEMENTLimited Intellectual Property License Agreement • August 23rd, 2010 • CareView Communications Inc • Wisconsin
This Agreement is entered into as of , 200 , between CareView Communications, Inc., a Nevada corporation and CareView Communications, Inc., a Texas corporation (collectively, “Licensor”) and , LLC (“Licensee”).
ADDENDUM TO COOPERATIVE AGREEMENTCooperative Agreement • August 23rd, 2010 • CareView Communications Inc
This Addendum to Cooperative Agreement (the “Addendum”) is entered into this 15th day of April, 2010 between Mann Equity, LLC (“Mann Equity”) and CareView Communications, Inc. (“CareView”).
Re: Letter of IntentCareView Communications Inc • August 23rd, 2010 • Nevada
This letter of intent outlines certain preliminary terms and conditions of several possible agreements between and among CareView Communications, Inc., a Nevada corporation or its affiliate Company (“CareView”) and Wego Holding Co. Limited, a (“Wego”) and certain affiliated parties. This letter of intent is intended only to serve as a guide in the negotiation of such agreements and is not intended to, nor shall it create any legally enforceable agreements, obligations or rights in favor of any other person or entity, except those rights and obligations set forth in Sections 4 and 7 hereof, which shall be legally binding on the undersigned parties.
MASTER INVESTMENT AGREEMENTMaster Investment Agreement • August 23rd, 2010 • CareView Communications Inc • Wisconsin
This Agreement is entered into between CareView Communications, Inc., a Nevada corporation (“CareView”), and Rockwell Holdings I, LLC, a Wisconsin limited liability company (“Investor”), as of November 16, 2009.
Products and Services AgreementProducts and Services Agreement • August 23rd, 2010 • CareView Communications Inc • New York
This Product and Services Agreement (this “Agreement”) is made and entered into as of , 201 by and between CareView Communications, Inc. (the “Provider”) and (the “Hospital”).
FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT (the “First Amendment”) is being entered into effective as of June 29, 2010, by and between JACKSON-SHAW / VISTA POINT LIMITED PARTNERSHIP, a Texas limited partnership (“Landlord”), and CAREVIEW COMMUNICATIONS, INC., a Texas corporation (“Tenant”).
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • August 23rd, 2010 • CareView Communications Inc
Fountain Fund 2 LP Master Lease Number MLA-F2-2009-TX-001-01 Fountain Fund 2 LP — (“Lessor”) 50 California Street, Suite 3330, San Francisco, California 94117 415-683-1442 FAX: 415-276-4172Master Lease Agreement • August 23rd, 2010 • CareView Communications Inc
This is a MASTER LEASE AGREEMENT (herein called “Lease”). Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the items of tangible and/or intangible property (collectively called “Equipment” and individually called “Item”) described on any Lease Schedule(s) (“Schedule”) now or in the future annexed hereto and made a part hereof, subject to the terms and conditions set forth herein and therein. Each Schedule annexed hereto incorporates the terms of this Lease and is independent and enforceable as a separate transaction. For purposes of this Lease, a “Hospital Schedule” means Equipment on any Schedule that Lessee installs in one or a group of affiliated hospitals pursuant to one contract with such hospital or group of affiliated hospitals. A single Schedule may be divided into one or more Sub-Schedules or may grow from one or more Sub-Schedules such as Schedule 1A, Schedule 1B, Schedule 1C, and so on.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 23rd, 2010 • CareView Communications Inc • Nevada
This Stock Purchase Agreement (“Agreement”) is dated as of the day of , 20 between CareView Communications, Inc., a Nevada corporation (“Company”) and the entity identified on the signature page hereto (“Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
This purchase agreement (the “Agreement”) is entered into this 16th day of August, 2007 between Cole Investment Hospital Group, L.L.C., a Nevada limited liability company (“Cole”) and CareView Communications, Inc., a Texas corporation (“CareView”) each a “Party” and, collectively, the “Parties”.
DISTRIBUTION AGREEMENTDistribution Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS AGREEMENT is made as of this 9th day of January, 2010 (“Effective Date”) between CareView Communications, Inc. (“Licensor” or “CareView”) and Foundation Medical, LLC, a South Carolina limited liability company (“Distributor”).
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTAssignment and Assumption Agreement • August 23rd, 2010 • CareView Communications Inc
This Assignment and Assumption Agreement and Consent (the “Assignment”) is entered into as of the 29th day of October, 2007, (the “Effective Date”), by and among T2 CONSULTING, LLC, a Delaware limited liability company (“Assignor”) TOMMY G. THOMPSON, a Wisconsin resident (“Assignee”) and CAREVIEW COMMUNICATIONS, Inc., a Texas corporation (the “Consenting Party”).
SECURITY AGREEMENTSecurity Agreement • August 23rd, 2010 • CareView Communications Inc • Nevada
COOPERATIVE AGREEMENTCooperative Agreement • August 23rd, 2010 • CareView Communications Inc • California
This Cooperative Agreement (“Agreement”) is to be effective as of: July 18, 2009, by and between Mann Equity, LLC., hereinafter referred to as “ Mann Equity”, with offices located at 19837 Greenbriar Drive, Tarzana, CA 91356;
AMENDED AND RESTATED PROMISSORY NOTECareView Communications Inc • August 23rd, 2010 • Wisconsin
May 1, 2009 Mr. Steven Johnson COO/President CareView Communications, Inc. Suite 470 Plano, TX 75024 Dear Mr. Johnson:CareView Communications Inc • August 23rd, 2010 • Arizona
In accordance with our recent discussions, this letter shall serve as acknowledgement and agreement (“Agreement”) between DEVELO FINANCIAL GROUP, LLC, an Arizona limited liability corporation, (“DEVELO”) and CAREVIEW COMMUNICATIONS, INC., a Nevada Corporation, together with their subsidiaries, principals, shareholders, debtholders, partners, employees, affiliates, assigns, or any of their related corporate investment vehicles (“Company”), relating to investment banking services provided by DEVELO to COMPANY. DEVELO and COMPANY are hereinafter referred to collectively as the “Parties” or each individually as a “Party”.
OPERATING AGREEMENT OF a Wisconsin limited liability company Dated as of ___________ __, 200__Operating Agreement • August 23rd, 2010 • CareView Communications Inc • Wisconsin
THIS AGREEMENT is made and entered into as of _______ __, 200__ by and among ____________________, LLC, a Wisconsin limited liability company (the “Company”), and CareView Communications, Inc., a Nevada corporation (“CareView”), and Rockwell Holdings I, LLC, a Wisconsin limited liability company (“Rockwell”), (CareView and Rockwell being collectively, the “Initial Members”).
AMENDMENT AGREEMENTAmendment Agreement • August 23rd, 2010 • CareView Communications Inc
This amendment agreement (the “Agreement”) is entered into this 1st day of June, 2009 by and among CareView Communications, Inc., a Nevada corporation (the “Company”) and the buyers of certain 6% Promissory Notes (the “Notes”) issued by the Company in the amount of $1,500,000 which are due on June 1, 2009 (the “Buyers”).
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of September 4, 2007 by and between CAREVIEW COMMUNICATIONS, INC., a Texas corporation (the “Company”), having its principal place of business at 5000 Legacy Drive, Suite 470, Piano, Texas, 75024 and Samuel Greco (“Consultant”), having a mailing address at 4405 Dade Drive, Flower Mound, Texas 75028.
Revocation and Substitution Agreement among CareView Communications, Inc. T2 Consulting, LLC Tommy G. Thompson Gerald L. Murphy and Dennis M. Langley Dated August 20, 2010Revocation and Substitution Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of the 28th day of February, 2005 (the “Effective Date”) by and among the Persons executing this Agreement as Members on the signature page hereof.
ContractCareView Communications Inc • August 23rd, 2010 • Texas
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CONSULTING EXTENSION AGREEMENTConsulting Extension Agreement • August 23rd, 2010 • CareView Communications Inc
This consulting extension agreement (the “Extension Agreement”) is entered into this 1st day of October, 2008 between CareView Communications, Inc., a Texas corporation (the “Company”) and Samuel A. Greco, having a mailing address at 4405 Dade Drive, Flower Mound, Texas, 75028 and extends the Term of the Consulting Agreement entered into on September 1, 2007 between the Parties to December 31, 2008. All other terms and conditions of the Consulting Agreement will remain in place.
CONSULTING EXTENSION AGREEMENTConsulting Extension Agreement • August 23rd, 2010 • CareView Communications Inc
This consulting extension agreement (the “Extension Agreement”) is entered into this 1st day of October, 2008 between CareView Communications, Inc., a Texas corporation (the “Company”) and John R. Bailey, having a mailing address at 4309 Sendero Trail, Plano, Texas, 75024 and extends the Term of the Consulting Agreement entered into on September 1, 2007 between the Parties to December 31, 2008. All other terms and conditions of the Consulting Agreement will remain in place.
ESCROW DEPOSIT AGREEMENT Dated as of , 2009 by and between (Name of Project LLC) and CareView Communications, Inc. (“CareView”) and Bank of Texas, N.A. as Escrow BankEscrow Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of , 2009 by and between CareView Communications, Inc., a Nevada corporation (“CareView”), [insert name of Project LLC here], a Wisconsin limited liability company (the “LLC” “) and Bank of Texas, N.A. a national banking association organized and existing under the laws of the United States of America, acting as escrow agent hereunder (the “Escrow Bank”);
LOCKUP AGREEMENTLockup Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
THIS LOCKUP AGREEMENT (the “Agreement”) is entered into as of this day of , 20 (the Effective Date”) by and between (the “Shareholder”) located at and CareView Communications, Inc., a Nevada corporation (the “Company”), with a corporate address of 5000 Legacy Drive, Suite 480, Plano, Texas, 75024.
Consulting AgreementConsulting Agreement • August 23rd, 2010 • CareView Communications Inc • Texas
This Agreement is entered into effective as of September 1, 2009, between CAREVIEW COMMUNICATIONS, INC. (hereinafter “COMPANY”) and DEVELO FINANCIAL GROUP, LLC (hereinafter “DEVELO.”)
ASSIGNMENT OF CONTRACTAssignment of Contract • August 23rd, 2010 • CareView Communications Inc
This Assignment is entered into as of , 20 , by and between CareView Communications, Inc., a Texas corporation (“Assignor”), and [insert name of Project LLC here], a Wisconsin limited liability company (“Assignee”).
AMENDMENT AGREEMENTAmendment Agreement • August 23rd, 2010 • CareView Communications Inc
This amendment agreement (the “Agreement”) is entered into this 14th day of January, 2010 by and among CareView Communications, Inc., a Nevada corporation (the “Company”) and the buyers of certain 6% Promissory Notes (the “Notes”) issued by the Company in the amount of $1,526,000 which are due on January 15, 2010 (the “Buyers”).
October 1, 2008 Mr. Steven Johnson COO/President Care View Communications, Inc. Suite 470 Piano, TX 75024 Dear Mr. Johnson:CareView Communications Inc • August 23rd, 2010 • Arizona
In accordance with our recent discussions, this letter shall serve as acknowledgement and agreement (“Agreement”) between DEVELO FINANCIAL GROUP, LLC, an Arizona limited liability corporation, (“DEVELO”) and CAREVIEW COMMUNICATIONS, INC., a Nevada Corporation, together with their subsidiaries, principals, shareholders, debtholders, partners, employees, affiliates, assigns, or any of their related corporate investment vehicles (“Company”), relating to investment banking services provided by DEVELO to COMPANY. DEVELO and COMPANY are hereinafter referred to collectively as the “Parties” or each individually as a “Party”,
AGREEMENT REGARDING GROSS INCOME INTERESTS between CAREVIEW COMMUNICATIONS, INC. and GERALD L. MURPHY, dated AUGUST 20, 2010Gross Income Interests • August 23rd, 2010 • CareView Communications Inc • Texas
This Agreement Regarding Gross Income Interests (herein Agreement) is between CareView Communications, Inc. (herein CareView or Company) and Gerald L. Murphy (herein Murphy), and is dated the 20th day of August, 2010, but relates back to February 28, 2005.
