Units Consisting of Two Shares of Common Stock and One Warrant to Purchase One Share of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
conversion agreement SUBORDINATED CONVERTIBLE PROMISSORY NOTESConversion Agreement • May 22nd, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • California
This Conversion Agreement (this “Agreement”) is entered into as of May 4, 2012 by and between CNS Response, Inc., a Delaware corporation (the “Company”) and the undersigned (“Holders”), as the holders of subordinated convertible promissory notes (collectively, the “Notes” and each, a “Note”) in the aggregate principal amount set forth opposite each such holder's name below, and of the related warrants (collectively, the “Warrants” and each, a “Warrant”) to purchase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), set forth opposite each such holder’s name.
CNS RESPONSE, INC. FORM OF WARRANT AGREEMENTWarrant Agreement • May 22nd, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
WARRANT AGREEMENT (this “Agreement”) entered into as of May ___, 2012 (the “Issuance Date”), between CNS Response, Inc., a Delaware corporation, with offices at 85 Enterprise, Suite 410, Aliso Viejo, CA 92656 (the “Company ”), and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York, NY 10038 (the “Warrant Agent ”).
Form of Representative’s Option AgreementRepresentative’s Option Agreement • May 22nd, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO _________2013, [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, ______________, 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS].
