NOTE SUBSCRIPTION AGREEMENT


 


THIS
NOTE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February ___, 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 11530 (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” or “Closing Date”), the Company shall issue to the Subscriber a promissory note (the “Note”)
in the principal amount of up to [_______________________] (United States Dollars) (US$______________) (the “Principal
Amount”), together with this Agreement and the Note, collectively, the “Transaction Documents”).


 


WHEREAS, The
Company acknowledges that the Principal Amount of the Note exceeds the $500,000 purchase price to be paid by Subscriber (the “Purchase
Price”) and that such excess is made up of an original issue discount of up to $___________ 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 (i) 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 to the Subscriber
on the Funding Date. The Company agrees to issue and deliver the Note (the Note also 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.


 




    	1



    	 



    

 


(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. 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 1933 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 1933 Act
or any applicable state securities laws by reason of their issuance in a transaction that does not require registration under the
1933 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 1933 Act or any applicable state securities laws
or is exempt from such registration.


 


(f)          Share
Legend. The shares of Common Stock underlying the Notes 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.”


 




    	2



    	 



    

 


(g)          Note
Legend. The Note 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; and


 




    	3



    	 



    

 


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 February 14, 2013, there were
43,036,372 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
Securities. Upon issuance, the Securities:


 


(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;


 




    	4



    	 



    

 


(ii)         have
been, or will be duly and validly authorized and on the dates of issuance of the Notes and the Conversion Shares upon conversion
of the Notes, if converted, such Notes and Conversion Shares will be duly and validity issued, fully paid and non-assessable;


 


(iii)        will
not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company
or rights to acquire securities or debt of the Company;


 


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


 


(v)         assuming
the representations and warranties of the Subscribers as set forth in Section 3 hereof are true and correct, will not result in
a violation of Section 5 under the 1933 Act.


 


(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 five hundred thousand dollars
(US$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 Common
Stock or other equity that may be purchased directly or indirectly including upon exercise of any options, warrants or other rights
issued or issuable in connection with 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 public offering and (iii) securities exercisable or exchangeable for or convertible
into other securities issued and outstanding on the date hereof.


 




    	5



    	 



    

 


5.           (a)          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.


 


(b)          Subscriber
Legal Fees. The Company shall pay to Grushko & Mittman, P.C., a cash fee of $10,500 (“Legal
Fees”) as reimbursement for legal fees and costs related to services rendered in connection with the transactions described
in the Transaction Documents. The Legal Fees will be payable out of funds held pursuant to the Escrow Agreement.


 


6.           Regulation
D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption
from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
D promulgated thereunder. On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscribers from
the Company’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates
to the offer and issuance of the Securities and other matters reasonably requested by Subscribers. The Company will provide, at
the Company’s expense, to the Subscribers, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s
opinion for the issuance and resale of Common Stock issuable upon conversion of the Notes and Conversion Shares pursuant to an
effective registration statement, Rule 144 under the 1933 Act.


 


7.           Covenants
of the Company Regarding Indemnification. 


 


(a)          The
Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents,
counsel, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability,
obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any
such person which results, arises out of or is based upon (i) any material misrepresentation or breach of any representation or
warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Document, or other agreement
delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure
periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder,
or any other agreement entered into by the Company and Subscribers relating hereto.


 


(b)          In
no event shall the liability of the Subscribers or permitted successor hereunder or under any Transaction Document or other agreement
delivered in connection herewith be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber
or successor party.


 




    	6



    	 



    

 


8.           Special
Conditions. The Company issued promissory notes (“Prior Notes”) to the persons and entities identified on
Schedule 8 hereto (“Prior Lenders”), in the principal amounts and on the dates indicated thereon. The
amount outstanding to the Prior Lenders in connection with the Prior Notes as of the Closing Date is set forth on Schedule 8
(“Outstanding Prior Debt”). On the Closing Date, such outstanding amounts will be deemed satisfied upon issuance
and delivery to the Prior Lenders of Notes in the principal amount of the Outstanding Prior Debt. The Prior Lenders will deliver
the Prior Notes to the Escrow Agent on or prior to the Closing Date to be exchanged for such Notes.


 


9.           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.


 


(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.


 




    	7



    	 



    

 


(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 thereof or any other State. Any action brought by any party against
any other party hereto 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 and county 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. The parties executing this Agreement and other agreements
referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction
of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other
party its reasonable attorney’s fees and costs. 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 or any other Transaction Document 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. 


 


(e)          Specific
Enforcement, Consent to Jurisdiction. The Company and Subscribers acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent
or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 9(d) hereof, the Company
and each Subscriber hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.


 


(f)          Damages.
In the event the Subscriber is entitled to receive any liquidated or other damages pursuant to the Transactions Documents, the
Subscriber may elect to receive the greater of actual damages or such liquidated damages. In the event the Subscriber is granted
rights under different sections of the Transaction Documents relating to the same subject matter or which may be exercised contemporaneously,
or pursuant to which damages or remedies are different, Subscriber is granted the right in Subscriber’s absolute discretion
to proceed under such section as Subscriber elects.


 


(g)          Maximum
Payments. Nothing contained herein or in any document referred to herein or delivered in connection
herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted
by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to
the Subscribers and thus refunded to the Company. The Company agrees that it may not and actually waives any right to challenge
the effectiveness or applicability of this Section.


 




    	8



    	 



    

 


(h)          Calendar
Days. All references to “days” in the Transaction Documents shall mean calendar days unless otherwise stated. The
terms “business days” and “trading days” shall mean days that the New York Stock Exchange is open for trading
for three or more hours. Time periods shall be determined as if the relevant action, calculation or time period were occurring
in New York City. Any deadline that falls on a non-business day in any of the Transaction Documents shall be automatically extended
to the next business day and interest, if any, shall be calculated and payable through such extended period.


 


(i)          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.


 


(j)          Successor
Laws. References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally
equivalent replacements of such laws, rules, regulations and forms. A successor rule to Rule 144(b)(1)(i) shall include any rule
that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after
a six month holding period.


 


(k)          Maximum
Liability. In no event shall the liability of the Subscribers or permitted assign hereunder or under
any Transaction Document or other agreement delivered in connection herewith be greater in amount than the dollar amount of the
net proceeds actually received by such Subscriber or successor upon the sale of Conversion Shares.


 


(l)          Independent
Nature of Subscribers.     The Company acknowledges that the obligations of each Subscriber under the Transaction
Documents are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any
way for the performance of the obligations of any other Subscriber under the Transaction Documents. The Company acknowledges
that each Subscriber has represented that the decision of each Subscriber to purchase Securities has been made by such Subscriber
independently of any other Subscriber and independently of any information, materials, statements or opinions as to the business,
affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of
the Company which may have been made or given by any other Subscriber or by any agent or employee of any other Subscriber, and
no Subscriber or any of its agents or employees shall have any liability to any other Subscriber (or any other person) relating
to or arising from any such information, materials, statements or opinions.  The Company acknowledges
that nothing contained in any Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto shall be deemed
to constitute the Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents.  The Company acknowledges that it has elected to provide all Subscribers with the same terms
and Transaction Documents for the convenience of the Company and not because Company was required or requested to do so by the
Subscribers.  The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption
that the Subscribers are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions
contemplated thereby.


 




    	9



    	 



    

 


(m)          Equal
Treatment. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision
of the Transaction Documents unless the same consideration is also offered and paid to all the Subscribers and their permitted
successors and assigns.


 


(n)          Adjustments.
The conversion price, and amount of conversion shares shall be equitably adjusted to offset the impact of forward and reverse
stock splits, stock dividends and similar transactions.


 


(o)          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.


 


(p)          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]


 




    	10



    	 



    

 


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: ______________________________, 2013


 


[Signature
Page to the Millennium Healthcare, Inc. Note Subscription Agreement]