SUBSCRIPTION AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 27, 2013, by and between Millennium Healthcare,
Inc. a corporation incorporated under the laws of the State of Delaware and located at 400 Garden City Plaza, Suite 440, Garden
City, NY 1530 (the “Company”), and ________________________,
an individual residing at ______________________ (the “Subscriber”). 


 


WHEREAS, the
Company and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the provisions of Section 4(2) and/or Regulation D (“Regulation D”) promulgated by the United States Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”); and


 


WHEREAS, the
parties hereto desire that, upon the terms and subject to the conditions contained herein and upon the date hereof (the “Funding
Date”), the Company shall issue to the Subscriber (1) a promissory note (the “Note”) in the principal
amount of _____United States Dollars (US$_____) (the “Principal Amount”); (2) a warrant (“Warrant A”)
permitting the Subscriber to purchase ______ (_____) shares of the Company’s Common Stock, par value $0.001 (the “Common
Stock”) at a per share price of Zero and 50/100 United States Dollars (US$0.50) subject to the terms and conditions therein
contained; and (3) a warrant (“Warrant B”) permitting the Subscriber to purchase ______ (____) shares of the
Company’s Common Stock, par value $0.001 (the “Common Stock”) at a per share price of One United States Dollar
(US$1.00) subject to the terms and conditions therein contained, together, (the “Warrants”) and, together with
this Agreement and the Note, collectively, (the “Transaction Documents”).


 


WHEREAS, The
Company acknowledges that the Principal Amount of the Note exceeds the $50,000 purchase price to be paid by Subscriber (the “Purchase
Price”) and that such excess is made up of an original issue discount of $13,000 which shall be fully earned and charged
to the Company as of the Funding Date.


 


NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and Subscriber hereby agree
as follows:


 


1.          Purchase
and Sale. Upon the terms and subject to the conditions set forth in this Agreement and in consideration of the Principal Amount
delivered by the Subscriber to the Company on the Funding Date, the Company hereby agrees to issue the Note and the Warrants to
the Subscriber on the Funding Date. The Company agrees to issue and deliver the Note and the Warrants (the Note and Warrants together
referred to as the “Securities”) to the Subscriber free of all liens, pledges, mortgages, security interests,
charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever (“Encumbrances”),
and Subscriber hereby agrees to accept the Securities free of all Encumbrances.


 


2.          Subscriber
Representations and Warranties. Subscriber hereby represents and warrants to and agrees with the Company that:


 




    	 



    	 



    

 


(a)          Standing
of Subscriber. Subscriber has the legal capacity
and power to enter into this Agreement.


 


(b)          Authorization
and Power. Subscriber has the requisite power and authority to enter into and perform this Agreement and to advance
the Principal Amount and accept the Note and Warrants. The execution, delivery and performance of this Agreement by the Subscriber,
and the consummation by the Subscriber of the transactions contemplated hereby, have been duly authorized by all necessary action,
and no further consent or authorization of Subscriber is required. This Agreement has been duly authorized, executed and delivered
by the Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of the Subscriber,
enforceable against Subscriber in accordance with the terms hereof.


 


(c)          Information
on Subscriber. Subscriber is, an “accredited investor,” as such term is defined in Regulation D promulgated by
the Commission under the Securities Act, is experienced in investments and business matters, has made investments of a speculative
nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives,
has such knowledge and experience in financial, tax and other business matters as to enable the Subscriber to utilize the information
made available by the Company to evaluate the merits and risks of, and to make an informed investment decision with respect to,
the proposed purchase, which the Subscriber hereby agrees represents a speculative investment. The Subscriber has the authority
and is duly and legally qualified to purchase and own the Securities. The Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof.


 


(d)          Purchase
of Securities. The Subscriber will purchase the Securities
for its own account for investment and not with a view toward, or for resale in connection with, the public sale or any distribution
thereof in violation of the Securities Act or any applicable state securities law, and has no direct or indirect arrangement or
understandings with any other person or entity to distribute or regarding the distribution of such Securities;


 


(e)          Compliance
with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the Securities
Act or any applicable state securities laws by reason of their issuance in a transaction that does not require registration under
the Securities Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that
such Securities must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable
state securities laws or is exempt from such registration.


 


(f)          Share
Legend. The shares of Common Stock underlying the Warrants (the “Shares”) shall bear the following or similar legend:


 




    	 



    	 



    

 


“THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL
SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


(g)          Note
and Warrants Legend. The Note and Warrants shall bear the following or similar legend


 


“NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY
THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


(h)          Communication
of Offer. Subscriber has a preexisting personal or business relationship with the Company or one or more of its directors,
officers, advisors or control persons, and the offer to issue the Securities was directly communicated
to Subscriber by the Company. At no time was Subscriber presented with or solicited by any leaflet, newspaper or magazine article,
radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated offer;


 


(i)          No
Governmental Endorsement. Subscriber understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities, or the suitability
of the investment in the Securities, nor have such authorities passed upon or endorsed the merits
of the offering of the Securities;


 




    	 



    	 



    

 


(j)          Receipt
of Information. Subscriber believes it has received all the information it considers necessary or appropriate for deciding
whether to invest the Principal Amount in the Company and to accept the Securities. Subscriber further represents that through
its representatives it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions
of the offering of the Securities and the business, properties and financial condition of the Company and to obtain additional
information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary
to verify the accuracy of any information furnished to it or to which it had access;


 


(k)          Certain
Trading Activities. Subscriber has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding
with Subscriber, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving
the Company’s securities) since the earlier to occur of (1) the time that Subscriber was first contacted by the Company or
placement agent engaged by the Company regarding an investment in the Company and (2) the 20th day prior to the time
that the transactions contemplated by this Agreement are publicly disclosed by the Company. Subscriber covenants that neither it
nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities
of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed;
and


 


(l)          Independent
Investment Decision. Subscriber has independently evaluated the merits of its decision to purchase Securities pursuant to this
Agreement, and such Subscriber confirms that it has not relied on the advice of the Company’s business and/or legal counsel
in making such decision.





 


3.             Company
Representations and Warranties. The Company represents and warrants to, and agrees with, Subscriber that:


 


(a)          Due
Incorporation. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation;


 


(b)          Authority;
Enforceability. The Transaction Documents have been duly authorized, executed and delivered by the Company and are the valid
and binding agreements of the Company, enforceable in accordance with their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, or principles of equity.
The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform
its obligations thereunder;


 


(c)          Capitalization
and Additional Issuances. The Company has authorized 200,000,000 shares of Common Stock. As of the Closing Date, there were
approximately 43,636,372 shares of the Common Stock issued and outstanding. All of the outstanding shares of the Common Stock are,
and the Shares to be issued will be, duly authorized and validly issued, fully paid and non-assessable Common Stock.


 




    	 



    	 



    

 


(d)           Consents.
No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction
over the Company or of any other person is required for the execution by the Company of the Transaction Documents and compliance
and performance by the Company of its obligations hereunder and thereunder, including, without limitation, the issuance of the
Securities;


 


(e)           No
Violation or Conflict. Neither the issuance of the Securities nor the performance of the Company’s obligations under
the Transaction Documents will:


 


(i)          violate,
conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time
or both would be reasonably likely to constitute a default) under (a) the charter or bylaws of the Company or (b) any decree, judgment,
order or determination applicable to the Company of any court, governmental agency or body having jurisdiction over the Company
or over the properties or assets of the Company; or


 


(ii)         result
in the creation or imposition of any lien, charge or encumbrance upon the Securities except in favor of Subscriber as described
herein;


 


(f)           The
Shares. Upon issuance, the Shares:


 


(i)          shall
be free and clear of any security interests, liens, claims or other Encumbrances, subject only to restrictions upon transfer under
the Securities Act and any applicable state securities laws;


 


(ii)         shall
have been duly and validly issued, fully paid and non-assessable; and


 


(iii)        will
not subject the holders thereof to personal liability by reason of being such holders;


 


(g)          No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person or entity acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Securities; and


 


(h)          Investment
Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.


 


4.          Qualified
Offering. Subscriber shall have the right to use any sums due and owing under the Note to participate in any Qualified
Offering (other than an Exempt Issuance as defined below), on the same terms, and conditions provided for in such Qualified Offering.
A “Qualified Offering” shall mean an equity financing pursuant to which the Company sells, in one or more related transactions,
shares of the Company’s Common Stock with aggregate proceeds to the Company of not less than one million five hundred thousand
dollars (US$1,500,000), including any and all notes which are convertible into Common Stock of the Company and warrants which are
exercisable into shares of Common stock of the Company (with such amount convertible/exercisable considered aggregate proceeds
to the Company). Notwithstanding the foregoing, Subscriber shall be entitled to a ten percent (10%) discount to the purchase price
of any Qualified Offering. An “Exempt Issuance” means the issuance of: (i) securities to employees, attorneys, consultants,
officers or directors of the Company pursuant to any incentive plan duly adopted for such purpose, (ii) a registered or underwritten
offering and (iii) securities exercisable or exchangeable for or convertible into other securities issued and outstanding on the
date hereof.


 




    	 



    	 



    

 


5.           Broker’s
Commission/Finder’s Fee. Each party hereto represents to the other that there are no parties entitled to receive
fees, commissions, finder’s fees, due diligence fees or similar payments in connection with the consummation of the transactions
contemplated hereby. Each party hereto agrees to indemnify the other against and hold the other harmless from any and all liabilities
to any persons claiming brokerage commissions or similar fees on account of services purported to have been rendered on behalf
of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of the indemnifying
party’s actions.


 


6.           Covenants
Regarding Indemnification. Each party hereto agrees to indemnify,
hold harmless, reimburse and defend the other party and the other party’s officers, directors, agents, counsel, affiliates,
members, managers, control persons, and principal shareholders, as applicable, against any claim, cost, expense, liability, obligation,
loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the indemnified party or any such person
which results, arises out of or is based upon (i) any breach of any representation or warranty by the indemnifying party in this
Agreement or (ii) any breach or default in performance by the indemnifying party of any covenant or undertaking to be performed
by the indemnifying party.


 


7.           Miscellaneous.


 


(a)          Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or facsimile, addressed as set forth in the preamble paragraph hereto or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery at the address designated in the preamble paragraph hereto (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur.


 




    	 



    	 



    

 


(b)          Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by both parties hereto. Neither the Company nor Subscriber has relied on any representations
not contained or referred to in this Agreement and the documents delivered herewith. This Agreement, together with any exhibits
and/or schedules hereto, constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter
hereof and supersedes any and all prior and contemporaneous agreements or understandings, inducements or conditions, express or
implied, written or oral, between the parties with respect hereto.


 


(c)          Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the
same force and effect as if such signature page were an original thereof.


 


(d)          Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflicts of laws. Any action brought by either party hereto against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts
located in the State of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY. 


 


(e)          Severability.
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement 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 this 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 other manner permitted by law.


 




    	 



    	 



    

 


(f)          Counsel;
Ambiguities. Each party and its counsel have participated fully in the review and revision of this Agreement and the other
Transaction Documents. The parties understand and agree that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in interpreting this Agreement or the other Transaction Documents. The language
in this Agreement and the other Transaction Documents shall be interpreted as to its fair meaning and not strictly for or against
any party.


 


(g)          Captions.
The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience;
such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any
of the provisions of this Agreement.


 


[signature page follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed on and as of the date set forth above.


 


	 	MILLENNIUM HEALTHCARE, INC.
	 	 	 
	 	By: 	 
	 	Name: 	Chris Amandola
	 	Title:	President








 


	SUBSCRIBER:	 
	 	 
	Name of Subscriber: 	 
	 	 
	 	 
	 	 
	Address: 	 
	 	 
	 	 
	 	 
	 	 
	Fax No.: 	 	 


 


	Taxpayer ID# (if applicable): 	 	 


 


	 	 
	(Signature)	 
	 	 
	By:	 	 
	 	 
	Dated: June 27, 2013	 


  


[Signature
Page Subscription Agreement]