Careview Communications, Inc. 8-K


Exhibit
10.38


 


THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD WITHOUT RESTRICTION PURSUANT TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


 


SUBJECT
TO THE PROVISIONS OF SECTION 15 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON MARCH 8, 2032 (THE “EXPIRATION
DATE”).


 


No.
G-[__]


 


CareView
Communications, Inc.


 


WARRANT
TO PURCHASE [                 ] SHARES OF


 


COMMON
STOCK, PAR VALUE $0.001 PER SHARE


 


For
VALUE RECEIVED, [_________________________] (“Warrantholder”), is entitled to purchase, subject to the provisions
of this Warrant, from CareView Communications, Inc., a Nevada corporation (“Company”), from and after March
8, 2022 (the “Issue Date”) and at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as
defined above), at an exercise price per share equal to $0.09 (the exercise price in effect being herein called the “Warrant
Price”), [________] shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.001
per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time as described herein.


 


Section
1.     Registration. The Company shall maintain books for the transfer and registration of the
Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.


 


Section
2.     Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such
registration. Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained
by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions
for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an
opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to
establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee
and the surrendered Warrant shall be canceled by the Company.


 






     


     


    

 


Section
3.     Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this
Warrant, in whole or in part, at any time from and after the Issue Date and prior to its expiration upon surrender of the Warrant,
together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise
Agreement”) and payment by cash, certified check or wire transfer of funds (or, in certain circumstances, by cashless
exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company
during normal business hours on any business day at the Company’s principal executive offices or such other office or agency
of the Company as it may designate by notice to the Warrantholder (such date, the “Exercise Date”). The Warrant
Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner
of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence
of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company),
the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Execution and delivery
of the Exercise Agreement with respect to less than all of the Warrant Shares 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. On or
before the first (1st) business day following the Exercise Date, the Company shall transmit by facsimile an acknowledgment
of confirmation of receipt of the Exercise Agreement (or Net Issue Election Notice, if applicable, pursuant to Section 18) to
the Warrantholder and the Company’s transfer agent (the “Transfer Agent”).  On or before the third
(3rd) business day following the Exercise Date (the “Share Delivery Date”), the Company shall (A) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program, upon the request of the Warrantholder, credit such aggregate number of Warrant Shares to which the Warrantholder
is entitled pursuant to such exercise to the Warrantholder’s or its designee’s balance account with DTC through its
Deposit Withdrawal At Custodian system, or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver by overnight courier to the address as specified in the Exercise Agreement or Net Issue Election
Notice, a certificate, registered in the Company’s share register in the name of the Warrantholder or its designee, for
the number of shares of Common Stock to which the Warrantholder is entitled pursuant to such exercise. The Company shall be responsible
for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC,
if any.  Any certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall
be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in
the Exercise Agreement or Net Issue Election Notice, if applicable. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates (or of crediting
the Warrantholder’s balance account with DTC), deliver to the Warrantholder a new Warrant representing the right to purchase
the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, “business
day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


If
(1) the Company shall fail for any reason or no reason to issue to the Warrantholder within three (3) business days (such third
business day, a “Warrant Share Delivery Date”) after the Exercise Date, in compliance with the terms of this
Section 3, a certificate for the number of Warrant Shares to which the Warrantholder is entitled and register such shares on the
Company’s share register or to credit the Warrantholder’s balance account at DTC for such number of Warrant Shares
to which the Warrantholder is entitled upon the exercise of this Warrant, and (2) on or after the Warrant Share Delivery Date,
the Warrantholder, or any third party on behalf of the Warrantholder or for the Warrantholder’s account, purchases (in an
open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of shares
issuable upon exercise that the Warrantholder anticipated receiving from the Company (a “Buy-In”), then the
Company shall pay in cash to the Warrantholder (for costs incurred either directly by such Warrantholder or on behalf of a third
party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions,
if any) exceeds the proceeds received by such Warrantholder as a result of the sale to which such Buy-In relates. The Warrantholder
shall provide the Company written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In.


 






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Section
4.     Compliance with the Securities Act. The Company may cause the legend set forth on the first
page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of
this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.


 


Section
5.     Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the
initial issuance of Warrant Shares issuable upon the exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates
for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case,
the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that
such tax has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any
such tax is due.


 


Section
6.     Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or
destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant,
or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of
a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
thereto, if requested by the Company.


 


Section
7.     Reservation of Common Stock. The Company hereby represents and warrants that there have
been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this
Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights
of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of this Warrant shall
be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Company.


 






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Section
8.     Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price
and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.


 


(a)     If
the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on
its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or
combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date
on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of
Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable
upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator
of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and
the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance
with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.


 


(b)     If
any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all
of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder
shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and
in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities
or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number
of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect
to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision
for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to
any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder,
at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as,
in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this
Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations,
mergers, sales, transfers or other dispositions.


 






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(c)     In
case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences
of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus
or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect
after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date
by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market
Price (as defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined
by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding
multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price”
as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed
on The Nasdaq Stock Market or any other national stock exchange, the closing sale price of one share of Common Stock on such exchange
on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on a tiered marketplace of the OTC
Markets Group Inc. (the “Bulletin Board”) or a similar quotation system or association, the closing sale price
of one share of Common Stock on the Bulletin Board or such other quotation system or association on the last trading day prior
to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted
thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock
exchange or quoted on the Bulletin Board or such other quotation system or association, the fair market value of one share of
Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.
If the Common Stock is not then listed on a national securities exchange, the Bulletin Board or such other quotation system or
association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior
to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the
Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market
value in respect of subpart (c) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser, who is
experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall
be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date
is fixed.


 


(d)     An
adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution
and immediately after the effective date of each other event which requires an adjustment.


 


(e)     In
the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive
any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon
exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.


 






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(f)     To
the extent permitted by applicable law and the listing requirements of any stock market or exchange on which the Common Stock
is then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if (i) the period
is at least twenty (20) days, (ii) the decrease is irrevocable during the period, and (iii) the Board shall have made a determination
that such decrease would be in the best interests of the Company, which determination shall be conclusive. Whenever the Warrant
Price is decreased pursuant to the preceding sentence, the Company shall provide written notice thereof to the Warrantholder at
least five (5) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant
Price and the period during which it will be in effect.


 


Section
9.     Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares
upon the exercise of this Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence
of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the
exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.


 


Section
10.   Registration Rights. The Warrant Shares deliverable upon exercise of this Warrant shall be deemed
“Registrable Securities” under, and the Warrantholder shall have the registration rights with respect to such shares
under and as set forth in, the Registration Rights Agreement dated as of April 21, 2011 between and among the Company, the initial
Warrantholder and the other parties thereto from time to time (as amended from time to time, the “Registration Rights
Agreement”), on a pari passu basis with the rights of the holders of the Registrable Securities who are parties
thereto.


 


Section
11.   Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other
than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall
be for the sole and exclusive benefit of the Company and the Warrantholder.


 


Section
12.   Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price,
the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company,
stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder
or any defect therein shall not affect the legality or validity of the subject adjustment.


 


Section
13.   Identity of Transfer Agent. The Transfer Agent for the Common Stock is Holladay Stock Transfer, Inc.
Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock
issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a
statement setting forth the name and address of such transfer agent.


 






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Section
14.   Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given
in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice
shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt
of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid,
and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business
day after delivery to such carrier. All notices shall be addressed as follows: if to the Warrantholder, at its address as set
forth in the Company’s books and records and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days’ advance written notice to the other:


 


If
to the Company:


 


CareView
Communications, Inc.

405 State Highway 121

Suite B-240 


Lewisville,
TX 75067

Attention: Chief Executive Officer

Fax: (972) 403-7659


 


With
a copy to:


 


Law
Offices of Carl A. Generes 


4358
Shady Bend Drive 


Dallas,
Texas 75244-7447 


Attn:
Carl A. Generes 


Fax:
(972) 715-5700


 


Section
15.   Extension of Expiration Date. If the Company fails to cause any Registration Statement covering Registrable
Securities (each as defined in the Registration Rights Agreement) to be declared effective prior to the applicable dates set forth
therein, or if any of the events specified in Section 3(b) of the Registration Rights Agreement occurs, and the Blackout Period
(as defined in the Registration Rights Agreement) (whether alone, or in combination with any other Blackout Period) continues
for more than 60 days in any 12 month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall
be extended one day for each day beyond the 60-day or 90-day limits, as the case may be, that the Blackout Period continues.


 


Section
16.    Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall
bind and inure to the benefit of its respective successors and permitted assigns hereunder.


 






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Section
17.   Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and
construed in accordance with, the internal laws of the State of Delaware, without reference to the choice of law provisions thereof.
The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts
of the State of Delaware and the United States District Court for the District of Delaware for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process
in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods
as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder,
each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue
in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying
of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE
HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section
18.   Cashless Exercise. Notwithstanding any other provision contained herein to the contrary, the Warrantholder
may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by
the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice,
in the form annexed hereto as Appendix B (the “Net Issue Election Notice”), duly executed, to the Company.
Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of
Common Stock as is computed using the following formula:


 


	X
    = Y (A - B)
	        A


 


where


 


X
=       the number of shares of Common Stock to which the Warrantholder is entitled upon such
cashless exercise;


 


Y
=       the total number of shares of Common Stock covered by this Warrant for which the Warrantholder
has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and
shares as to which the purchase rights are to be canceled as payment therefor);


 


A
=       the “Market Price” of one share of Common Stock as at the date the net
issue election is made; and


 


B
=       the Warrant Price in effect under this Warrant at the time the net issue election is
made.


 


Section
19.   No Rights as Shareholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any
rights as a shareholder of the Company by virtue of its ownership of this Warrant.


 






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Section
20.   Amendment; Waiver; Termination. Any term of this Warrant may be amended or waived (including the adjustment
provisions included in Section 8 of this Warrant) only upon the written consent of the Company and the Warrantholder or its successors
and assigns.


 


Section
21.   Section Headings. The section headings in this Warrant are for the convenience of the Company and
the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.


 


[Signature
Page Follows.]


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 8th day of March, 2022.


 


	 	CAREVIEW COMMUNICATIONS, INC.
	 	 	 
	 	By:	                      
	 	Name: Steven G. Johnson
	 	Title: President



 






     


     


    

 


APPENDIX
A

CAREVIEW COMMUNICATIONS, INC.

WARRANT EXERCISE FORM


 


To
CareView Communications, Inc.:


 


The
undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”)
for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common
Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued
as follows:


 


	Name
	 
	Address
	 
	 
	Federal Tax ID or Social Security No.


 


	and delivered by:	(   ) certified mail to the above address,
or






(   )
electronically (provide DWAC Instructions:___________________), or 


(   )
other (specify): __________________________________________.


 


and,
if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant
for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder
or the undersigned’s Assignee as below indicated and delivered to the address stated below.


 


Dated:
___________________, ____


 


	 	Signature:	 



 

	Note:  The
    signature must correspond with the name of the Warrantholder as written on the first page of the Warrant in every particular,
    without alteration or enlargement or any change whatever, unless the Warrant has been assigned.	 	 
	 	 
	 	 
	 	Name (please print)
	 	 
	 	 
	 	 
	 	Address
	 	 
	 	Federal Identification or
	 	Social Security No.
	 	 
	 	Assignee:  
	 	 
	 	 



 






     


     


    

 


APPENDIX
B 


CAREVIEW
COMMUNICATIONS, INC. 


NET
ISSUE ELECTION NOTICE


 


To:
CareView Communications, Inc.


 


Date:[_________________________]


 


The
undersigned hereby elects under Section 18 of this Warrant to surrender the right to purchase [____________] shares of
Common Stock pursuant to this Warrant and hereby requests the issuance of [_____________] shares of Common Stock. The certificate(s)
for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated
below.


 


	Signature	 
	 	 
	 	 
	Name for Registration	 
	 	 
	 	 
	Mailing Address