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.


 





 






 


MILLENNIUM HEALTHCARE, INC.


 


COMMON STOCK PURCHASE WARRANT


 


	Number of shares:  ____	Holder:  ___________________
	 	 
	Exercise Price per Share:  $.50 	Warrant No. :


 


Expiration Date: June 27, 2018


 


FOR VALUE RECEIVED, Millennium Healthcare,
Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), hereby certifies that
______________, or his registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company ____ (____) shares (the “Warrant Shares”) of common stock, $0.001 par value
(the “Common Stock”), of the Company at an exercise price of Fifty US Cents and No Dollars (US$.50) per share
(as adjusted from time to time as provided in Section 6, per Warrant Share (the “Exercise Price”), at any time
commencing on the date that is 274 days after the issue dated of this Warrant (the “Effective Date”) and from time
to time thereafter and through and including 5:00 p.m. New York City time on the Expiration Date.


 


This Warrant is subject to the following terms and conditions:


 


1.           Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered
Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or nay distribution to the Warrant
Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.


 




    	 



    	 



    

 


2.     
      Investment Representation. The Warrant Holder by accepting this Warrant represents
that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate for investment purposes
and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this
Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the
certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the
United States Securities Act of 1933, as amended (the “1933 Act”) and may not be sold by the Warrant
Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of
the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder
pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant
Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person during the one year
distribution compliance period (as defined in Regulation S) following the date hereof. “Person” means
an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other
legal entity.


 


3.     
      Validity of Warrant and Issue of Shares. The Company represents and warrants that
this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued
upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The
Company further warrants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the
exercise of the rights represented by this Warrant.


 


4.            Registration
of Transfers and Exchange of Warrants.


 


a. Subject to compliance
with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion of this Warrant in
the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to
the Company at the office specified in or pursuant to Section 9. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing
the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion
of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant
by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder
of a Warrant.


 


b. This Warrant is
exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section
9 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be
purchased hereunder. Any such New Warrant will be dated the date of such exchange.


 




    	 



    	 



    

 


5.            Exercise
of Warrants.


 


a. Exercise of this Warrant
shall be made upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to
the Company, at its address set forth in Section 9. Payment upon exercise may be made at the written option of the Warrant Holder
either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable
aggregate purchase price, (ii) by delivery of Warrant Shares issuable upon exercise of the Warrants in accordance with Section
(b) below or (iii) by a combination of any of the foregoing methods, for the number of Warrant Shares specified in such form (as
such exercise number shall be adjusted to reflect any adjustment in the total number of Warrant Shares issuable to the Warrant
Holder per the terms of this Warrant) and the Warrant Holder shall thereupon be entitled to receive the number of duly authorized,
validly issued, fully-paid and non-assessable Warrant Shares determined as provided herein. The Company shall promptly (but in
no event later than five (5) business days after the Date of Exercise as defined herein) issue or cause to be issued and cause
to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate
(subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the
Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person
so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares
as of the Date of Exercise of this Warrant. Notwithstanding the foregoing, payment upon exercise may be made in the manner described
in Section 5(b) below only with respect to Warrant Shares not included for unrestricted public resale in an effective registration
statement.


 


b. If the closing price
(as quoted by the OTC Markets or other principal trading market, if applicable) reported on the day immediately preceding the Date
of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one
Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder
may elect to receive shares equal to the number of shares of Common Stock computed using the following formula:


 


X=Y (A-B)


           A


 


Where X= the number of shares
of Common Stock to be issued to the Warrant Holder


 


Y=       the number of shares of
Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant
being exercised (at the date of such calculation)


 


A=       Fair Market Value


 


B=       Exercise Price (as adjusted
to the date of such calculation)


 




    	 



    	 



    

 


For purposes of Rule
144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 


c. A “Date
of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable),
with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed,
and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.


 


d. This Warrant shall
be exercisable for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all
of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to
be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise
has been evidenced by this Warrant.





 


6.             Share Issuance. Until the Expiration Date, if the Company shall issue any Common Stock, except for the Excepted Issuances
(as defined herein), prior to the complete exercise of this Warrant for a consideration less than the Exercise Price then in effect
at the time of such issuance, then, and thereafter successively upon each such issuance, the Exercise Price shall be reduced to
such other lower price for then outstanding Warrants. For purposes of this adjustment, the issuance of any equity or debt instrument
of the Company, other than the Excepted Issuances, carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Exercise Price upon the issuance
of the above-described security, debt instrument, warrant, right or option if such issuance is at a price lower than the Exercise
Price in effect upon such issuance and again at any time upon any actual, permitted, optional or allowed issuances of shares of
Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is
at a price lower than the Exercise Price in effect upon any actual, permitted, optional, or allowed issuance. Other than with respect
to Excepted Issuances, Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be
determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For
purposes of this Section 6, (“Excepted Issuances”) shall mean: (i) the Company’s
issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, advisory board
members, and consultants pursuant to plans approved by the Company’s board of directors as of the Issuance Date, or (ii)
as a result of the exercise of Warrants which are granted or issued pursuant to this Agreement and related Agreements entered into
on the terms in effect on the Issuance Date.         


 


7.            Adjustment
of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time issuable upon
exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following events:


 




    	 



    	 



    

 


a.           Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of Common
Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of
outstanding shares of stock or securities.


 


b.           Adjustment
for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving
entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such
Reorganization (the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at
any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities
and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised
this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).


 


c.           Certificate
as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of
this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate,
certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.


 


8.            Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis
of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share
would, except for the provisions of this Section 7, be issuable on the exercise of this Warrant, the Company shall, at its option,
(i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable,
up to the next whole number.


 


9.            Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they
are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered
or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day
after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:


 




    	 



    	 



    

 


If to the Company:


 


Millennium Healthcare, Inc.


400 Garden City Plaza, Suite 440


Garden City, NY 11530


Attn: Chris Amandola


President


 


If to the Warrant Holder:


 


_____________________________


_____________________________


_____________________________


 


10.          Miscellaneous.


 


a. This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant
may be amended only in writing and signed by the Company and the Warrant Holder.


 


b. Nothing in this
Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable
right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrant Holder.


 


c. This Warrant shall
be governed by, construed and enforced in accordance with the internal laws of the State of New York without regard to the principles
of conflicts of law thereof.


 


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


 


e. In case any one
or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty of
the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and
upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


f. The Warrant Holder
shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity,
and the rights of the Warrant Holder are limited to those expressed in this Warrant.


 


g. The
Warrant Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity;
provided, however, that in the event any certificate representing shares of Common Stock or other securities is issued
to the Holder hereof upon exercise of this Warrant, such holder shall, for all purposes, be deemed to have become the holder of
record of such Common Stock on the date on which this Warrant, together with a duly executed Election to Purchase, was surrendered
and payment of the aggregate Exercise Price was made, irrespective of the date of delivery of such Common Stock certificate.


 




    	 



    	 



    

 


h. This Warrant, 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.


 


[-signature page follows-]


 




    	 



    	 



    

 


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


 


 


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


 




    	 



    	 



    

 


FORM OF ELECTION TO PURCHASE





 


(To be executed by the Warrant Holder to exercise the right
to purchase shares of Common Stock under the foregoing Warrant)


 


To: MILLENNIUM HEALTHCARE, INC.


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


___ ________ shares of the Common Stock
covered by such Warrant; or


	___	the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth therein.


 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment
takes the form of (check applicable box or boxes):


 


___ $__________ in lawful money of the
United States; and/or


	___	the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or


 


	___	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 5 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 5(b).


 


After application of the cashless exercise
feature as described above, _____________ shares of Common Stock are required to be delivered pursuant to the instructions below.


 


The undersigned requests that the certificates
for such shares be issued in the name of, and delivered to __________________________________________, whose address is _____________________________________________________________________________.


 


[signature page follows]


 




    	 



    	 



    

 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act.


 


	 	Name of Warrant Holder:
	 	 	 
	 	(Print)	 
	 	 	 
	 	(By:)	 
	 	 	 
	 	(Name:)	 
	 	 	 
	 	(Title:)	 
	 	 	 
	 	Signatures must conform in all respects to the name of the Warrant Holder on the face of the Warrant.