0001144204-11-071226 Sample Contracts

AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 22nd, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • California

THIS AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of November 11, 2011 by and between CNS Response, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and together, the “Investors”).

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AMENDMENT AND CONVERSION AGREEMENT SUBORDINATED UNSECURED CONVERTIBLE PROMISSORY NOTES
Note and Warrant Purchase Agreement • December 22nd, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • California
AMENDMENT AND CONVERSION AGREEMENT SECURED CONVERTIBLE PROMISSORY NOTES
And Conversion Agreement • December 22nd, 2011 • CNS Response, Inc. • Services-misc health & allied services, nec • California

In addition, all references in the Note to “Security Agreement” shall be deemed to refer to the Amended and Restated Security Agreement, dated as of September 30, 2011, by and between the Company and Paul Buck, as administrative agent on behalf of the Secured Parties (as defined therein).

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