Exhibit 10.1


 


SATISFACTION AGREEMENT AND RELEASE 


 


This Satisfaction Agreement and Release (“Agreement”)
is dated as of March ___, 2015 and is made by and between Millennium Healthcare Inc., a Delaware corporation (Millennium Healthcare
Inc. and any subsidiaries of Millennium Healthcare Inc. are collectively referred to herein as the “Company”), and
_________________________ (“Holder”).


 


WHEREAS, Holder is the beneficial owner
of warrants to purchase _____ shares of the Company’s common stock (the “Warrants”);


 


WHEREAS, the Holder and the Company agree
that the Holder shall surrender the Warrants in exchange for _________________________ shares of the Company’s common stock
(the “Satisfaction Shares”) which shares shall be issued as provided herein;


 


WHEREAS, the exchange of the Warrants
for the Satisfaction Shares is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities
Act of 1933, as amended (the “Act”) and 4(a)2 of the Act;


 


NOW, THEREFORE, in consideration of the
mutual conditions and covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to and agreed by and between the Company and Holder
as follows:


 


1.          On
the date hereof, the Holder shall deliver to the Company the originally executed Warrants or an appropriately endorsed affidavit
of loss (the “Affidavit”). And without any action of the Holder as of the execution of this Agreement, the Warrants
shall be void and of no further force or effect.


 


2.          RESERVED.


 




    	 



    	 



    

 


3.          Within
seven business days of the receipt of the original Warrants or the Affidavit the Company shall, subject to the satisfaction or
waiver of the conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Act, exchange the Warrants for _____
of the Satisfaction Shares which Satisfaction Shares, based on the Holder’s representations in this Agreement, shall not
have a restrictive legend and the Company shall deliver to the Holder the Satisfaction Shares as follows:





 


 






 


The Company shall cause its counsel to provide
an opinion to the Company’s transfer agent as required to cause such Satisfaction Shares to be issued without a restrictive
legend.


 


Thereafter, Notwithstanding
anything to the contrary contained in this Agreement, if at any time Holder shall or would be issued shares of Common Stock under
this Agreement, but such issuance would cause Holder (together with its affiliates) to beneficially own a number of shares exceeding
4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable
upon such issuance) (the “Maximum Percentage”), then the Company must not issue to Holder shares of the Common
Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. The shares of Common Stock issuable to Holder that
would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.


 


The Company will reserve
the Ownership Limitation Shares for the exclusive benefit of Holder. From time to time, Holder may notify the Company in writing
of the number of the Ownership Limitation Shares that may be issued to Holder without causing Holder to exceed the Maximum Percentage.
Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares to Holder,
with a corresponding reduction in the number of the Ownership Limitation Shares. By written notice to the Company, Holder may increase,
decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery
thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates
and assigns of Holder. Notwithstanding anything to the contrary herein, the Company shall not issue the Holder more than _____
shares of Common Stock pursuant to this Agreement (subject to proportional adjustment in the case of stock splits, stock dividends,
recapitalizations or like actions). Subject to any applicable Securities and Exchange Commission rules and regulations, the Ownership
Limitation Shares shall be issued to the Holder without any restrictive legend.


 




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4.          The
Holder represents that the Holder has the requisite legal capacity, power and authority to enter into, and perform under, this
Agreement and to exchange the Warrants and receive the Satisfaction Shares in exchange thereof. The execution, delivery and performance
of this Agreement and performance by such Holder and the consummation by such Holder of the transactions contemplated hereby have
been duly authorized by all requisite corporate, partnership or similar action on the part of such Holder and no further consent
or authorization is required. This Agreement has been duly executed and delivered by the Holder, and constitutes the legal, valid
and binding obligations of the Holder, enforceable against the Holder in accordance with its respective terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights
to indemnification and to contribution may be limited by federal or state securities laws. Holder understands that by executing
this Agreement, Holder is automatically and irrevocably and contemporaneously exchanging such Holder’s Warrants and thereafter
such Warrants will be null and void.


 


5.          With
respect to the Warrants being exchanged by the Holder (i) the Holder owns, beneficially and of record, good and marketable title
to the Warrants free and clear of any taxes or encumbrances; (ii) the Warrants being exchanged by the Holder are not subject to
any transfer restriction; (iii) the Holder has not entered into any agreement or understanding with any person or entity to dispose
of the Warrants and/or the shares of Common Stock issuable upon the exercise of the Warrants; and (iv) the Holder is conveying
to the Company good and marketable title to the Warrants, free and clear of any security interests, liens, adverse claims, encumbrances,
taxes or encumbrances. The Holder has not exercised any portion of the Warrant and does not have any agreement to exercise any
portion of the Warrant.


 




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6.          RESERVED.


 


7.          Such
Holder is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Act. Such Holder has accurately
completed the Accredited Investor Questionnaire included with this Agreement. The Holder represents that the Holder has beneficially
owned the Warrants since ________________ and that the Holder acquired the Warrants from __________________ and that _____________
was not an Affiliate (as defined below) of the Company in the 90 days prior to the date that the Holder acquired the Warrants from
_______.


 


8.          The
Satisfaction Shares to be received by such Holder will be acquired for such Holder’s own account, not as nominee or agent,
and not with a view to the resale or distribution of any part thereof in violation of the Act, and such Holder has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of the Act without prejudice, however,
to such Holder’s right at all times to sell or otherwise dispose of all or any part of such Satisfaction Shares in compliance
with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty
by such Holder to hold the Satisfaction Shares for any period of time. The Holder represents that Holder is not a broker-dealer
registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”)
or an entity engaged in a business that would require it to be so registered.


 




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9.          Holder
has had the opportunity to review the current business prospects, financial condition and operating history of the Company as set
forth in the filings that the Company has made with the Securities and Exchange Commission, including, but not limited to, the
Company’s annual report on form 10-K (as amended) for the year ended December 31, 2013 which was filed with the Securities
and Exchange Commission on April 18, 2014 and Amendment No. 10 to the Form 10 which was filed with the Securities and Exchange
Commission on January 23, 2015. The Holder has also had the opportunity to ask questions and receive answers from the Company regarding
the terms and conditions pertaining to my execution of this Agreement and the Holder has received all the information Holder consider
necessary or appropriate for deciding whether to exchange such the Warrants.


 


10.         No
proceedings are pending or, to the knowledge of the Holder, threatened before any court, arbitrator or administrative or governmental
body that would adversely affect the Holder’s right and ability to surrender and exchange the Warrants.


 


11.         The
Holder acknowledges that the exchange of the Warrants for the Satisfaction Shares may involve tax consequences to the Holder and
that the contents of this Agreement do not contain tax advice. Holder acknowledges that it has not relied and will not rely upon
the Company with respect to any tax consequences related to the execution of this Agreement, and the consummation of the transactions
contemplated by this Agreement, including the exchange of such Holder’s Warrants. The Holder assumes full responsibility
for all such consequences and for the preparation and filing of any tax returns and elections which may or must be filed in connection
with the exchange of the Warrants for the Satisfaction Shares.


 




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12.         The Holder understands that the Satisfaction
Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to
determine the availability of such exemptions and the eligibility of the Holder to acquire the Satisfaction Shares. Holder acknowledges
that that neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of the transactions
contemplated herein, passed up on the merits or fairness of the transaction; or passed upon the adequacy or accuracy of the disclosure
in this document. Based on the Holder’s representations made in this Agreement, the certificates representing the Satisfaction
Shares (if any) shall not bear a restrictive legend.


 


13.         Neither
the Company, its agents or employees nor the Holder has engaged any broker or finder or incurred any liability for any brokerage
fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.


 


14.         Holder
is not now and has not been for at least 90 days prior to the date hereof an Affiliate of the Company. Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Act. As used herein “Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 




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15.         Holder
forever releases and discharges the Company, the Company’s heirs, executors, administrators, subsidiaries, successors, predecessors,
officers (including, without limitation, Dominick Sartorio, Christopher Amandola and Anthony Urbano), directors, shareholders,
agents, control persons, past and present employees, insurers, and assigns (collectively, the “Released Parties”) from
all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever,
in law, admiralty or equity, against the Released Parties, that Holder or his heirs, executors, administrators and assigns ever
had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or
not known or unknown, from the beginning of the world to the day of the date of this Release, except for the Company’s obligations
contained in this Agreement.


 


16.         The
parties understand and agree that this Agreement, including the facts and circumstances shall forever be deemed confidential between
the parties. Except as required under the statutes, rules or regulations of any federal or state government, government agency,
court of competent jurisdiction, the parties shall not disclose or divulge to others the terms or substance of this Agreement.
Without limiting the generality of the foregoing, any non-disclosure provision in this agreement does not prohibit or restrict
the Company from disclosing the contents and terms of this Agreement in any filing of the Company with the Securities and Exchange
Commission (or any other regulatory filing), or the parties to this Agreement (or their attorneys) from responding to any court
or government action pursuant to applicable law to disclose such information, provided, however, the party whom disclosure is sought
gives the other parties to this Agreement prompt notice thereof so that such party may seek a protective order or other appropriate
remedy.


 


17.         All
parties acknowledge and represent that: (a) they have read this Agreement; (b) they clearly understand this Agreement and each
of its terms; (c) they fully and unconditionally consent to the terms of this Agreement; (d) they have had the benefit and advice
of counsel of their own selection; (e) they have executed this Agreement, freely, with knowledge, and without influence or duress;
(f) they have not relied upon any other representations, either written or oral, express or implied, made to them by any person;
and (g) the consideration received by them has been actual and adequate.


 




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18.         This
Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties and supersedes
and replaces all prior negotiations, proposed agreement and agreements, written or oral. Each of the parties hereto acknowledges
that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement
and acknowledges ands warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not
contained herein.


 


19.         This
Agreement may not be modified or amended in any manner except by an instrument in writing specifically stating that it is a supplement,
modification or amendment to the Agreement and signed by each of the parties hereto.


 


20.         Should
any provision of this Agreement be declared or be determined by any court or tribunal to be illegal or invalid, the validity of
the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall
be severed and deemed not to be part of this Agreement.


 


21.         This
Agreement may be executed in facsimile counterparts, each of which, when all parties have executed at least one such counterpart,
shall be deemed an original, with the same force and effect as if all signatures were appended to one instrument, but all of which
together shall constitute one and the same Agreement.


 




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[Signature Page
Follows]


 






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IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the date first indicated above.


 


	 	 	MILLENNIUM HEALTHCARE INC.
	______________	 	 	 
	(Name)   	 	 	 
	(Title)    	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	(name and title)
	 	 	 	 
	STATE OF __________	)	 	 
	 	) ss.:	 	 
	COUNTY OF ________	)	 	 


 


On March ___, 2015, before the undersigned,
a Notary Public in and for the said County and State, personally appeared _____________ known to me by satisfactory evidence to
be such person, personally appeared and acknowledged he has read and executed the foregoing Satisfaction Agreement and Release
and duly acknowledged to me that he executed the same.


 


	 	Witness my hand and official seal.	 
	 	 	 
	 	 	 
	 	Notary Public in and for said County and State	 


 


	STATE OF __________	)	 	 
	 	) ss.:	 	 
	COUNTY OF ________	)	 	 


 


On March __, 2015, before the undersigned, a
Notary Public in and for the said County and State, personally appeared____________, known to me as an officer of Millennium Health
Care Inc. and to be the person whose name is subscribed on the within instrument, and acknowledged she/he has read and executed
the foregoing Satisfaction Agreement and Release and duly acknowledged to me that she/he has the authority to execute, and has
executed same.


 


	 	Witness my hand and official seal.	 
	 	 	 
	 	 	 
	 	Notary Public in and for said County and State	 


 








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