Careview
Communications, Inc. 8-K


Exhibit10.03


 


EXECUTION
VERSION


 


 


 


PATENT
SECURITY AGREEMENT


 


WHEREAS,
CAREVIEW COMMUNICATIONS, INC., a Texas corporation (herein referred to as “Grantor”), having an address at
405 State Highway 121 Bypass, Suite B-240, Lewisville, Texas 75067, owns the letters patent and/or applications for letters patent
of the United States of America more particularly described on Schedule 1-A annexed hereto as part hereof (the “Patents”);


 


WHEREAS,
the Grantor has entered into a Guarantee and Collateral Agreement, dated as of June 26, 2015 (said Guarantee and Collateral Agreement,
as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral
Agreement”; capitalized terms used but not otherwise defined herein having the meaning assigned to them in the Guarantee
and Collateral Agreement) in favor of the Agent, for itself and the Lender party to the Credit Agreement (the “Secured
Creditors”); and


 


WHEREAS,
pursuant to the Guarantee and Collateral Agreement, the Grantor has granted to the Secured Creditors a security interest in all
right, title and interest of Grantor in and to the Patents, together with all registrations and recordings thereof, including,
without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or any other country or any political subdivision thereof, all whether
now or hereafter owned or licensable by Grantor, and all reissues, divisions, continuations, continuations-in-part, term restorations
or extensions thereof, all Patent licenses and all proceeds of all of the foregoing, including, without limitation, any claims
by Grantor against third parties for infringement thereof for the full term of the Patents, to secure the prompt payment and performance
of the Secured Obligations.


 


NOW,
THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Grantor does hereby further confirm,
and put on the public record, its grant to the Secured Creditors of a security interest in and mortgage on the Collateral to secure
the prompt payment and performance of the Secured Obligations.


 


Section
1.          Grant of Security Interest in Patents Each Grantor hereby
grants to the Agent a security interest and continuing lien on all of such Grantor’s right, title and interest in, to and
under the following, in each case whether owned or existing or hereafter acquired or arising and wherever located (collectively,
the “Patent Collateral”): all United States and foreign patents and certificates of invention, or similar industrial
property rights, including, but not limited to each patent referred to in Schedule 1-A hereto (as such schedule may be
amended or supplemented from time to time), and with respect to any and all of the foregoing, (i) all applications therefor including
the patent applications referred to in Schedule 1-A hereto (as such schedule may be amended or supplemented from time to time),
(ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all
rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue
for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom,
and (vii) all proceeds, payments and rights to payments arising out of the sale, lease, license, assignment, or other disposition
thereof.


 


Section
2.          Security Agreement The security interests granted pursuant
to this Patent Security Agreement are granted in conjunction with the security interests granted to the Agent pursuant to the
Guarantee and Collateral Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Agent
with respect to the security interest in the Patent Collateral made and granted hereby are supplemental of, and more fully set
forth in, the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if
fully set forth herein. In the event of any irreconcilable conflict between the terms of this Patent Security Agreement and the
terms of the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall control.


 



    	 



    	 



    
 


Section
3.          Grantor Remains Liable. Each Grantor hereby agrees that,
anything herein to the contrary notwithstanding, such Grantor shall assume responsibility for the prosecution, defense, enforcement
or any other necessary or desirable actions in such Grantor’s reasonable business judgment in connection with their Patents
subject to a security interest hereunder.


 


Section
4.          GOVERNING LAW THIS PATENT SECURITY AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Section
5.          Counterparts. This Patent Security Agreement may be
executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Patent Security Agreement shall become effective when the Agent has received counterparts bearing the signatures
of all parties hereto. Delivery of a signature page of this Patent Security Agreement by facsimile or other electronic means shall
be effective as delivery of a manually executed counterpart of such Patent Security Agreement.


 


[SIGNATURE
PAGE FOLLOWS]



 



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IN
WITNESS WHEREOF, the undersigned Grantor has duly executed or caused this Patent Security Agreement to be duly executed as
of the first date set forth above 


	 	 	 	 
	 	CAREVIEW COMMUNICATIONS, INC.,	 
	 	A Texas corporation	 
	 		 	 
	 	By:	/s/ Steven Johnson	 
	 	Name: Steven Johnson	 
	 	Title: President and CEO	 



 



    	 



    	 



    

 


Schedule
1-A to the PATENT SECURITY AGREEMENT


	 	 	 	 	 	 	 	 
	 	Title	 	 	Date Filed

or Granted	 	 	Serial No. or

Patent No.
	 	 	 	 	 	 	 	 
	 	Non-Intrusive Data Transmission Network for Use in an Enterprise
    Facility and Method for Implementing	 	 	01/13/2009	 	 	7,477,285
	 	 	 	 	 	 	 	 
	 	System and Method for Documenting
    Patient Procedures 	 	 	06/25/2013	 	 	8,471,899
	 	 	 	 	 	 	 	 
	 	System and Method for Using
    a Video Monitoring System to Prevent and Manage Decubitus Ulcers in Patients 	 	 	03/18/2014	 	 	8,675,059
	 	 	 	 	 	 	 	 
	 	System and Method for Predicting
    Patient Falls 	 	 	05/06/2008	 	 	12/151,452
	 	 	 	 	 	 	 	 
	 	System and Method for Using
    a Video Monitoring System to Prevent and Manage Decubitus Ulcers in Patients 	 	 	02/24/2014	 	 	14/188,396
	 	 	 	 	 	 	 	 
	 	Electronic Patient Sitter
    Management System and Method for Implementing	 	 	12/14/2012	 	 	13/714,587
	 	 	 	 	 	 	 	 
	 	Noise Correcting Patient
    Fall Risk State System and Method for Predicting Patient Falls	 	 	03/23/2012	 	 	13/429,101
	 	 	 	 	 	 	 	 
	 	System and Method for Monitoring
    a Fall State of a Patient while Minimizing False Alarms	 	 	09/27/2013	 	 	14/039,931
	 	 	 	 	 	 	 	 
	 	Patient Video Monitoring
    Systems and Methods having Detection Algorithm Recovery from Changes in Illumination	 	 	01/17/2014	 	 	14/158,016
	 	 	 	 	 	 	 	 
	 	Systems and Methods for Dynamically
    Identifying a Patient Support Surface and Patient Monitoring	 	 	03/13/2014	 	 	14/209,726
	 	 	 	 	 	 	 	 
	 	System and Method for Documenting
    Patient Procedures	 	 	03/18/2014 	 	 	8,676,603
	 	 	 	 	 	 	 	 
	 	System and Method for Predicting
    Patient Falls 	 	 	5/26/2015	 	 	9,041,810
	 	 	 	 	 	 	 	 
	 	System and Method for Documenting
    Patient Procedures	 	 	03/14/2014	 	 	14/213,163
	 	 	 	 	 	 	 	 
	 	Electronic Patient Sitter
    Management System and Method for Implementing	 	 	5/12/2015	 	 	14/710,009



 


    	 



    	 



    

 



	Licensor	Licensee	Title	Date
    of License 

    Agreement	Expiration
    Date of 

    License	Patents
    Licensed
	Intelliview

    Technologies	CareView
    

Communications, Inc. (Lewisville, TX)	Video
                                         Based Monitoring System (Badawy)
	 

        09/01/2011
	 

        Upon
        Expiration of

 Patent
	 

        US
        7,612,666*


         


	 	 	 	 	 	 



 


*
(a) License executed 9/1/2011 and recorded 12/20/2011 from Intelliview Technologies Inc. as Assignor to Mann Equity, LLC as
Assignee (Reel 027415/Frame 0731).
 (b) License executed 9/1/2011 and recorded 12/20/2011 from Mann Equity, LLC as
Assignor to CareView Communications, Inc. as Assignee (Reel 27415/Frame 0873).
 (c) Amended and Restated
Intellectual Property Security Agreement executed 2/17/2015 and recorded 2/18/2015 from CareView Communications, Inc. (NV),
CareView Operations, LLC and CareView Communications, Inc. (TX) as Assignors to Healthcor Partners Fund, L.P. as
Assignee (Reel 035014/Frame 0408).