CareView Communications, Inc. 8-K


 


Exhibit 10.33


  


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 APRIL 20, 2031 (THE “EXPIRATION DATE”).


 


No. F-[__]


 


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 April 20, 2021 (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 $0.23
(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.


 






    2 


     


    

 


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.


 


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.


 






    3 


     


    

 


(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.


 






    4 


     


    

 


(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.


 






    5 


     


    

 


(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.


 






    6 


     


    

 


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.


 


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.


 






    7 


     


    

 


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.


 






    8 


     


    

 


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.]


 




    9 


     


    

 


IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 20th day of April, 2021.


 





SIGNATURES


Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.


 





	 	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