MDHI, apparently 2 investors see something coming.

MDHI, apparently 2 investors see something coming.

This Subscription Agreement (this “ Agreement ”) is being delivered to the purchaser identified on the signature page to this Agreement (the “ Subscriber ”) in connection with its investment in the securities of Medical Alarm Concepts Holding, Inc. , a Nevada corporation (the “ Company ”). The Company is conducting a private placement (the “ Offering ”) of 25 units of the Company’s securities (the “ Units ”) at a purchase price of $25,000 per Unit (the “ Purchase Price ”) with each Unit consisting of (i) $25,000 face amount of 10% original issue discount unsecured convertible notes, in the Form attached hereto as Exhibit A (the “ Notes ”), convertible into shares (as converted, the “ Note Conversion Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) at a conversion price equal to $0.01 and (ii) one warrant, in the form attached hereto as Exhibit B (the “ Warrant ”) to purchase 277,778 shares (the “ Preferred Shares ”) of Series C Convertible Preferred Stock, par value $0.0001 per share, at an exercise price of $0.09 per share. The Preferred Shares are convertible into shares of the Company’s common stock (the “ Preferred Conversion Shares ”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, attached hereto as Exhibit C (the “ Certificate of Designation ”). For purposes of this Agreement, the term “ Securities ” shall refer to the Notes, the Note Conversion Shares, the Warrants, the Preferred Shares and the Preferred Conversion Shares.