Common Contracts

2 similar Governance Agreement contracts by CNS Response, Inc.

CNS Response, Inc. Aliso Viejo, CA 92656
Governance Agreement • December 4th, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • Delaware

This letter agreement confirms the understanding and agreement between CNS Response, Inc., a Delaware corporation (the “Company”), on the one hand, and Equity Dynamics, Inc. (“Stockholder”), on the other hand. The Company has experienced continuing losses, extreme cash flow shortfalls, has been unable to satisfy its financial obligations as they have become due and has failed in numerous attempts to raise additional capital through the sale of equity securities. Various investors led by the Stockholder and including the Stockholder have agreed to make an investment in convertible promissory notes issued by the Company. As a condition to the investment, the Stockholder has requested that there be certain changes to the composition of the Board of Directors with the understanding that the Board be composed of persons who will lead the Company through the challenges facing the Company during the next several years. Accordingly, the Company has agreed with the Stockholder as follows:

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CNS Response, Inc. Aliso Viejo, CA 92656
Governance Agreement • December 4th, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • Delaware

This letter agreement confirms the understanding and agreement between CNS Response, Inc., a Delaware corporation (the “Company”), on the one hand, and Sail Capital Partners (“Stockholder”), on the other hand. The Company has experienced continuing losses, extreme cash flow shortfalls, has been unable to satisfy its financial obligations as they have become due and has failed in numerous attempts to raise additional capital through the sale of equity securities. Various investors led by the Stockholder and including the Stockholder have agreed to make an investment in convertible promissory notes issued by the Company. As a condition to the investment, the Stockholder has requested that there be certain changes to the composition of the Board of Directors with the understanding that the Board be composed of persons who will lead the Company through the challenges facing the Company during the next several years. Accordingly, the Company has agreed with the Stockholder as follows:

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