0001144204-11-012022 Sample Contracts

FORM OF WARRANT TO PURCHASE SHARES
Warrant Agreement • March 1st, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • California

This Warrant is issued to [__________] (“Holder”) by CNS Response, Inc., a Delaware corporation (the “Company”), in connection with the contemporaneous issuance to the Holder of a Note in the aggregate principal amount of $[__________] (the “Note”). All capitalized terms not defined in this Warrant shall have the meaning ascribed to them in the Note.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 1st, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • California

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of January 20, 2011 by and between CNS Response, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and together, the “Investors”).