April 15, 2011Letter Agreement • April 29th, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • California
This letter agreement (the “Agreement”) confirms the engagement by CNS Response, Inc. a Delaware company (“CNS” or the “Company”), of Antaeus Capital, Inc. (“ANTAEUS”), to act as a non-exclusive placement agent to the Company in connection with a proposed Private Placement (as defined herein) of the Company’s convertible notes and/or other securities or rights to purchase securities of the Company (the “Securities”). The term “Private Placement” means the proposed offering and sale by private placement of up to $1.5 million of Securities to be made in accordance with the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”) provided by Regulation D under the Act (“Regulation D”) and the qualification and registration requirements of applicable state and foreign securities or blue sky laws and regulations pursuant to a private placement memorandum and/or other disclosure mate
