Exhibit 4.2


 


FORM OF WARRANT


 


FIRST
CHOICE HEALTHCARE SOLUTIONS, INC.


 


WARRANT TO
PURCHASE COMMON STOCK


 


	Warrant No.:  WA-__	 	Original
    Issue Date:  ____________, 2014


 


FIRST CHOICE
HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), hereby certifies that, for value received,
___________________________ or his/its permitted registered assigns (the “Holder”), is entitled to purchase
from the Company up to a total of __________ shares of common stock, $0.001 par value per share (“Common Stock”),
of the Company (each such share, a “Warrant Share” and all such shares, collectively, the “Warrant
Shares”) at an exercise price per share equal to $_____ per share (as may be adjusted from time to time as provided
in Section 9 hereof, the “Exercise Price”), at any time and from time to time on or after the “Original
Issue Date” indicated on the face of this Warrant (the “Original Issue Date”) through and including the
Expiration Time (as hereinafter defined), upon and subject to the terms and conditions set forth herein.


 


This Warrant
(this “Warrant”) is one of a series of similar warrants issued pursuant to and in connection with that certain
Underwriting Agreement, dated as of ___________, 2014, by and among the Company and the Underwriters named therein, relating to
a firm commitment public offering of Units, each Unit comprised of two shares of Common Stock and one warrant to purchase one
share of Common Stock. All such warrants are collectively referred to herein as the “Warrants.”


 


1.          Definitions.
Capitalized terms that are used and not otherwise defined herein have the respective meanings ascribed to such terms in the Underwriting
Agreement.


 


2.          Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company’s transfer agent for
such purpose (the “Warrant Register”), in the name of the record Holder of this Warrant (which shall include
the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from
time to time. The Company may deem and treat the registered Holder of this Warrant as reflected in the Warrant Register as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent
actual notice to the contrary.


 


3.          Registration
of Transfers. Subject to the restrictions on transfer in accordance with all applicable securities laws, the Company shall
register or cause its transfer agent to register, the transfer of all or any portion of this Warrant in the Warrant Register upon
surrender of this Warrant, together with the Form of Assignment attached as Annex II hereto, duly completed and executed,
to the Company’s transfer agent. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially
the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so
transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed
the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect
of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.


 




    	 



    	 



    

 


4.           Exercise
and Duration of Warrants.


 


(a)          All
or any part of this Warrant shall be exercisable by the registered Holder in accordance with Section 10 hereof at any time
and from time to time on or after the Original Issue Date of this Warrant but not after 5:30 p.m., New York City time, on the
five (5)-year anniversary of the Original Issue Date (the “Expiration Time”). As of the Expiration Time, any
portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated
and no longer outstanding.


 


(b)          The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Annex I hereto
(the “Exercise Notice”), completed and duly executed, and (ii) payment of the Exercise Price for the number
of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”). The date on
which such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise
Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution
and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares.


 


5.           Delivery
of Warrant Shares.


 


(a)          Upon
exercise of this Warrant, the Company shall promptly (but in no event later than five Trading Days after the Exercise Date) issue
or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder
may designate (provided that, if the Registration Statement is not effective and if the Holder directs the Company to deliver
a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to
the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance
of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of
the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account
at the Depository Trust Company (“DTC”) or another established clearing corporation performing similar functions,
unless, in the case of clauses (i) and (ii) above, restrictive legends are required under Section 4.17 of the Underwriting Agreement,
in which case, such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive
legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have
become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all
restrictive legends as provided under Section 4.17 of the Underwriting Agreement, the Company shall, upon the written request
of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through
DTC or another established clearing corporation performing similar functions, if available; provided that the Company may,
but shall not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically
through such a clearing corporation.


 


(b)          To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 




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6.           Charges,
Taxes and Expenses. Issuance and delivery of certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates,
all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares
or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.           Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction, as applicable, and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then, if practicable, the Holder
shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New
Warrant.


 


8.           Reservation
of Warrant Shares. From and after the issuance of this Warrant through the Expiration Time, the Company covenants that it
will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number
of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights
or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions
of Section 9 hereof). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and
the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized and issued and
fully paid and nonassessable. The Company shall take all such action as may be reasonably necessary to assure that such shares
of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any securities exchange or automated quotation system upon which the Common Stock may be listed or quoted.


 


9.           Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides its outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, then, in each such case, the Exercise Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 




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(b)          Fundamental
Transactions. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the
Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company, immediately
prior to such merger or consolidation, do not own, directly or indirectly, at least 50% of the voting securities of the surviving
entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired
by a third party, in each case, in one or a series of related transactions, (iii) any tender offer or exchange offer (whether
by the Company or another Person) is completed, pursuant to which all or substantially all of the holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered
by Section 9(a) above) (any such case or event specified in clauses (i) through (iv) above, a “Fundamental Transaction”),
then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the “Alternate Consideration”).


 


(c)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that immediately following such adjustment, the aggregate Exercise Price payable hereunder for the increased or decreased number
of Warrant Shares, as applicable, shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(d)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable.


 


(e)          Notice
of Adjustments. Upon the occurrence of any adjustment pursuant to this Section 9, the Company, at its expense, shall,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustment and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company shall promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(f)          Notice
of Corporate Events. If, at any time while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction, or (iii) authorizes the voluntary
dissolution, liquidation or winding-up of the affairs of the Company, then, unless such notice and the contents thereof shall
be deemed to constitute material, non-public information in the reasonable judgment of the Company and its counsel, the Company
shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least five (5) business
days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate
in, or vote with respect to, such transaction; provided, however, that the failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action required to be described in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 




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10.         Payment
of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds, by means of (a) wire transfer in
accordance with the wire instructions specified by the Company or (b) cashier’s check drawn on a U.S. bank made out to the
Company.


 


11.         No
Fractional Shares. No fractional Warrant Shares shall be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the
nearest whole number and the Company shall pay the Holder in cash the amount of the fair market value based on the Closing Sale
Price (as hereinafter defined) for any such fractional Warrant Shares. For purposes of this Warrant, “Closing Sale Price”
means, for any security as of any date, the last trade price for such security on the principal securities exchange or trading
market for such security, as reported by Bloomberg Financial Markets, or, if such exchange or trading market begins to operate
on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00
p.m., New York City time, as reported by Bloomberg Financial Markets, or if neither of the foregoing shall apply, the last trade
price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg
Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the
bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets”
by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board
of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


12.         Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified below prior to 5:30 p.m., New York City time, on a Trading Day, (ii)
the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified below on a day that is not a Trading Day or later than 5:30 p.m., New York City time, on any Trading Day, (iii)
the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business
day delivery, or (iv) upon actual receipt by the party to whom such notice is required to be given, if by hand delivery. The address
and facsimile number of a party for such notices or communications shall be as set forth below unless changed by such party by
two (2) Trading Days’ prior notice to the other party in accordance with this Section 12.


 


		(a)	if to the Company, to:



First
Choice Healthcare Solutions, Inc.


709
S. Harbor Blvd., Suite 250


Melbourne,
FL 32901


Attn:
Donald A. Bittar, Chief Financial Officer


Facsimile:
(321) 308-0635


 




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with a copy
to (which shall not constitute notice):


 


Meyer, Suozzi, English &
Klein, P.C.


1350 Broadway, Suite 501


New York, NY 10018


Attn: Richard G. Satin,
Esq.


Facsimile: (212) 763-7024


 


(b)          if
to the Holder, at the address and facsimile number of the Holder appearing on the books of the Company.


 


13.         Warrant
Agent. The Company’s transfer agent shall initially serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party
or any corporation to which the Company or any new warrant agent transfers substantially all of its assets or its corporate trust
or shareholders services business shall be a successor warrant agent under this Warrant without any further act on the part of
any party. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


14.         Miscellaneous.


 


(a)          No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, or to give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of any
Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by any creditors
of the Company.


 


(b)          Successors
and Assigns. Subject to the restrictions on transfer set forth in this Warrant and in compliance with applicable securities
laws, this Warrant may be assigned by the Holder without the consent of the Company. This Warrant may not be assigned by the Company
without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction (and subject, in such
case, to the terms and conditions of Section 9(b) hereof). This Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. Subject to the preceding sentence, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors
and permitted assigns.


 


(c)          Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended, and the Company may take any
action prohibited hereunder, or omit to perform any act required to be performed by it hereunder, only if the Company has obtained
the prior written consent of the Holders of Warrants representing a majority of the Warrant Shares obtainable upon exercise of
the Warrants then outstanding.


 




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(d)          Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


(e)          Governing
Law; CONSENT TO Jurisdiction; WAIVER OF RIGHT TO TRIAL BY JURY. ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH
OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES,
AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF
DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE UNDERWRITING AGREEMENT AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT
IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(f)          Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to in any way limit
or affect any of the provisions hereof.


 


(g)          Severability.
In the event that any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[SIGNATURE
PAGE FOLLOWS] 


 




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IN WITNESS
WHEREOF, the Company has caused this Warrant to be duly executed by the undersigned authorized officer as of the date first
indicated above.


 


	 	FIRST CHOICE HEALTHCARE SOLUTIONS,
    INC.
	 	 
	 	By: ____________________________
	 	Name:  Donald A. Bittar
	 	Title:    Chief Financial Officer
	 	Address:  709 S. Harbor City Blvd., Suite 250
	 	Melbourne, FL  32901
	 	Facsimile:  (321) 308-0635


 


	CORPORATE STOCK TRANSFER COMPANY 	 
	As Warrant Agent	 
	 	 
	By:___________________________________	 
	Name:	 
	Title:	 


 


Signature
Page to Warrant to Purchase Common Stock


  




    	 



    	 



    

 


ANNEX I


 


FORM OF EXERCISE
NOTICE


 


(To be executed
by the Holder to exercise the right to purchase shares

of Common Stock under the Warrant)


 


		To:	First Choice Healthcare Solutions,
Inc.



 


		(1)	The undersigned
                                         holder (the “Holder”) hereby intends that the payment of the Aggregate
                                         Exercise Price of US$___________ of US $_______ per share of common stock (the “Warrant
                                         Shares”) of First Choice Healthcare Solutions, Inc., a Delaware corporation
                                         (the “Company”), pursuant to the above-referenced Warrant (the “Warrant”),
                                         shall be made with respect to _________________ Warrant Shares.



 


		(2)	The undersigned
                                         Holder shall pay the Aggregate Exercise Price of US$___________ to the Company in immediately
                                         available funds in accordance with the terms of the Warrant.



 


		(3)	Pursuant
                                         to this Exercise Notice, the Company shall deliver to the Holder such number of Warrant
                                         Shares set forth in paragraph 1 of this Notice of Exercise in accordance with the terms
                                         of the Warrant.



 


Dated: _______________, 201_


 


	Name of Holder*:	 	 


 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Tax identification number: ________________________________


 


*Signature
must conform in all respects to name of Holder as specified on the face of the Warrant.


  




    	 



    	 



    

 


ANNEX II


 


FIRST CHOICE
HEALTHCARE SOLUTIONS, INC.


 


FORM OF ASSIGNMENT

(To be completed and signed only upon transfer of Warrant)


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto                                                                    
(the “Transferee”) the right represented by the within Warrant to purchase                                   
shares of common stock of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”),
to which the within Warrant relates, and appoints                                                                  
as attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection
therewith, the undersigned represents, warrants, covenants and agrees to and with the Company that:


 


		(a)	the offer
                                         and sale of the Warrant contemplated hereby is being made in compliance with Section 4(a)(1)
                                         of the Securities Act of 1933, as amended (the “Securities Act”), or another
                                         valid exemption from the registration requirements of Section 5 of the Securities Act,
                                         and in compliance with all applicable securities laws of the states of the United States;



 


		(b)	the undersigned
                                         has not offered to sell the Warrant by any form of general solicitation or general advertising,
                                         including, but not limited to, any advertisement, article, notice or other communication
                                         published in any newspaper, magazine or similar media or broadcast over television or
                                         radio, and any seminar or meeting whose attendees have been invited by any general solicitation
                                         or general advertising;



 


		(c)	the undersigned
                                         has read the Transferee’s investment letter included herewith, and, to its actual
                                         knowledge, the statements made therein are true and correct in all material respects;
                                         and



 


		(d)	the undersigned
                                         understands that the Company may condition the transfer of the Warrant contemplated hereby
                                         upon the delivery to the Company by the undersigned or the Transferee, as the case may
                                         be, of a written opinion of counsel (which opinion shall be in form, substance and scope
                                         customary for opinions of counsel in comparable transactions) to the effect that such
                                         transfer may be made without registration under the Securities Act and under applicable
                                         securities laws of the states of the United States.



 


Dated: _______________, 201__


 


	Name of Holder*:	 	 	In the presence of:


 


	 	By:	 	 	 
	 	 	Name:	 	Name:  
	 	 	Title:	 	 


 


	Address of Transferee: 	 	 
	 	 	 
	 	 	 


 


*Signature
must conform in all respects to name of Holder as specified on the face of the Warrant.