Agreement to Convert and Amend Sample 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.

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