Careview Communications, Inc. 8-K







EXHIBIT 10.24


 


Exhibit B-1


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
10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON [____________], 2025 (THE “EXPIRATION DATE”).


No. __________


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 [____________],
2015 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 $0.52 (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. This Warrant is being issued pursuant to the Note and Warrant Purchase Agreement,
dated as of April 21, 2011, as previously amended on December 20, 2011, January 31, 2012, August 20, 2013, January 16, 2014 and
December 15, 2014, and as the same may be amended and/or restated from time to time (the “Purchase Agreement”),
among the Company and the Investors named therein. Capitalized terms used herein have the respective meanings ascribed thereto
in the Note and Warrant and Purchase Agreement unless otherwise defined 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 [____________], 2015 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. Each exercise hereof shall constitute the re-affirmation
by the Warrantholder that the representations and warranties contained in Section 3 of the Purchase Agreement are true and correct
in all material respects with respect to the Warrantholder as of the time of such exercise.


 




    	 



    	 



    

 


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”) of 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.


Section 4.Compliance
with the Securities Act. Except as provided in the Purchase Agreement, 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.


(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.


(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.


(f)[Intentionally
Omitted.]


(g)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, (iii) the decrease is made at the same time to all
Fifth Amendment Supplemental Company Warrants (as defined below) on the same terms, and (iv) 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.Extension
of Expiration Date. If the Company fails to cause any Registration Statement covering Registrable Securities (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 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.


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.Registration
Rights. The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common
Stock issuable upon the exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent Warrantholder
may be entitled to such rights.


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.


 




    	 



    	 



    

 


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.[Intentionally Omitted].


Section 20.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.


Section 21.Amendment;
Waiver; Termination. This Warrant is one of a series of Warrants of like tenor issued on the date hereof by the Company pursuant
to Section 1.3 of the Purchase Agreement and initially covering an aggregate of up to 3,692,308 shares of Common Stock (collectively,
the “Fifth Amendment Supplemental Company Warrants”). Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the holders
of Fifth Amendment Supplemental Company Warrants representing at least a majority of the number of shares of Common Stock then
subject to all outstanding Fifth Amendment Supplemental Company Warrants; provided, that (x) any such amendment or waiver
or termination must apply to all Fifth Amendment Supplemental Company Warrants; and (y) except as provided in the adjustment provisions
of this Warrant, the number of Warrant Shares subject to this Warrant, the Warrant Price and the Expiration Date may not be amended,
and the right to exercise this Warrant may not be altered or waived, without the written consent of the Warrantholder.


 




    	 



    	 



    

 


Section 22.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.]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed, as of the 16th day of January, 2014.


 





	 	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	 	 	Name
(please print)	 
	has been assigned.	 	 	 	 
		 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	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