0001144204-13-010049 Sample Contracts

AMENDED AND rESTATED CONSENT, NOTE AMENDMENT AND WARRANT FORFEITURE AGREEMENT
Warrant Forfeiture Agreement • February 19th, 2013 • CNS Response, Inc. • Services-misc health & allied services, nec • California

This AMENDED AND RESTATED CONSENT, NOTE AMENDMENT AND WARRANT FORFEITURE AGREEMENT (this “Agreement”) is entered into as of October 24, 2012 by and among CNS Response, Inc., a Delaware corporation (the “Company”) and the undersigned holders (“Undersigned Holders”), as the holders of secured convertible promissory notes in the aggregate principal amount set forth opposite each such holder’s name below, and of the related warrants to purchase the number of common stock, par value $0.001 per share (the “Common Stock”), of the Company.

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