0001144204-11-036470 Sample Contracts

FORM OF AGREEMENT TO AMEND PLACEMENT AGENT WARRANTS
Agreement to Amend Placement Agent Warrants • June 20th, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT TO AMEND (this “Agreement”) is entered into as of June 3, 2011 by and between CNS Response, Inc., a Delaware corporation (the “Company”) and the undersigned holders (“Undersigned Holders”), as the holders of Placement Agent Warrants (as defined below) to purchase the number of common stock, par value $0.001 per share (the “Common Stock”), of the Company, set forth opposite each such holder's name below.

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Standard Contracts

FORM OF AGREEMENT TO CONVERT AND AMEND
Agreement to Convert and Amend • June 20th, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT TO CONVERT AND AMEND (this “Agreement”) is entered into as of June 3, 2011 by and between CNS Response, Inc., a Delaware corporation (the "Company") and the undersigned holders (“Undersigned Holders”), as the holders of Secured Convertible Promissory Notes and Subordinated Convertible Promissory Notes (both as defined below) in the aggregate principal amount set forth opposite each such holder's name below, and of the warrants to purchase the number of common stock, par value $0.001 per share (the “Common Stock”), of the Company.

FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • June 20th, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • Delaware

This AMENDMENT TO STOCK OPTION AGREEMENT (this “Amendment”) is entered into as of June 3, 2011 by and between CNS Response, Inc. (“CNS”) and _______________ (“Grantee,” and, together with CNS, the “Parties”).

FORM OF AGREEMENT TO AMEND THE EQUITY DYNAMICS WARRANTS
Agreement to Amend the Equity Dynamics Warrants • June 20th, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT TO AMEND (this “Agreement”) is entered into as of June 8, 2011 by and between CNS Response, Inc., a Delaware corporation (the “Company”) and the undersigned holders (“Undersigned Holders”), as the holders of Equity Dynamics Warrants (as defined below) to purchase the number of common stock, par value $0.001 per share (the “Common Stock”), of the Company, set forth opposite each such holder's name below.

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