0001144204-09-033294 Sample Contracts

JOHN PAPPAJOHN WARRANT TO PURCHASE SHARES
CNS Response, Inc. • June 18th, 2009 • Services-misc health & allied services, nec • California

This Warrant is issued to Mr. John Pappajohn (“Investor”) by CNS Response, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Bridge Note and Warrant Purchase Agreement (the “Agreement”), dated June 12, 2009. All capitalized terms not defined in this Warrant shall have the meaning ascribed to them in the Agreement.

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BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT
Bridge Note and Warrant Purchase Agreement • June 18th, 2009 • CNS Response, Inc. • Services-misc health & allied services, nec • California

THIS BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of June 12, 2009 by and between CNS Response, Inc., a Delaware corporation (the “Company”), and Mr. John Pappajohn (the “Investor”).

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