REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2010 • CNS Response, Inc. • Services-misc health & allied services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 26, 2009 among CNS Response, Inc., a Delaware corporation (the “Company”), and the Maxim Group, LLC (“Maxim”).
August 3, 2009 Mr. George Carpenter Chief Executive Officer CNS Response, Inc. Costa Mesa, CA 92626 Re: Private Placement of Securities Dear Mr. Carpenter:Placement Agency Agreement • July 6th, 2010 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
This Placement Agency Agreement (the “Agreement”) confirms the retention of Maxim Group LLC (“Maxim” or “Placement Agent”) by CNS Response, Inc., a Delaware corporation (“CNS” or the “Company”), to provide, on an exclusive basis, certain investment banking services in connection with a “best efforts” private placement of Units (as defined below) consisting of securities of the Company (the “Private Placement”). Each Unit (“Unit”) shall consist of: (i) 180,000 shares of the Company’s common stock at $0.30 per share (“Common Stock”) and (ii) warrants to purchase 90,000 shares of common stock for $0.30 per share (the “Warrants”) for $54,000 per Unit. The Units are sometimes referred to herein as the “Private Placement Securities” or the “Securities.” The investors introduced by Maxim to the Company in connection with the financing contemplated hereunder are referred to herein each as an “Investor” and collectively as the “Investors.”
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Warrant Agreement • July 6th, 2010 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
This Warrant is being issued to the Maxim Partners LLC (“Holder”) by CNS Response, Inc., a Delaware corporation (the “Company”) in connection with its services under the Placement Agency Agreement, dated August 3, 2009, by and between the Company and the Holder in connection with the Company’s private offering to select, accredited investors of units, each unit comprised of 180,000 shares of Common Stock and a five-year warrant to purchase 90,000 shares of the Company’s Common Stock at an exercise price of $0.30 per share, in accordance with, and subject to, the terms and conditions described in the Company’s private offering pursuant to that certain Private Placement Memorandum dated August 26, 2009, as amended or supplemented from time to time (the “Memorandum”).
