WRITTEN CONSENT OF THE NOTEHOLDERS OF MYND ANALYTICS, INC.Note and Warrant Purchase Agreement • September 15th, 2016 • RSJ Private Equity Investment Fund With Variable Registered Capital, a.s. • Services-misc health & allied services, nec
The undersigned, being the Majority Holders of that certain Second Amended and Restated Note Purchase Agreement dated as of December 23, 2015 (the “Agreement”), by and among MYnd Analytics, Inc., f/k/a CNS Response, Inc., a Delaware Corporation (the “Company”), and certain of the investors listed on Schedule A thereto (each, an “Investor,” and together, the “Investors”), consent to the adoption of the following resolutions (certain capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.):
SECOND OMNIBUS AMENDMENTSecond Omnibus Amendment • September 23rd, 2016 • RSJ Private Equity Investment Fund With Variable Registered Capital, a.s. • Services-misc health & allied services, nec
This SECOND OMNIBUS AMENDMENT (this “Amendment”), dated as of September 19, 2016, hereby amends: (i) the Second Amended and Restated Note and Warrant Purchase Agreement, dated as of December 23, 2015 (the “Agreement”), by and among MYND ANALYTICS, INC., f/k/a CNS Response, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A thereto (each, an “Investor,” and together, the “Investors”), (ii) the Secured Convertible Promissory Notes purchased and sold pursuant to the Agreement (individually, a “Note” and collectively, the “Notes”) and (iii) the Warrants issued pursuant to the Agreement (individually, a “Warrant” and collectively, the “Warrants”), in each case as set forth below. Certain capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.
REPRESENTATIVE SECURED PARTY AGREEMENTRepresentative Secured Party Agreement • September 15th, 2016 • RSJ Private Equity Investment Fund With Variable Registered Capital, a.s. • Services-misc health & allied services, nec • California
This REPRESENTATIVE SECURED PARTY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 15, 2015, is entered into by and among CNS RESPONSE, INC., a Delaware corporation (the “Issuer”), RSJ PRIVATE EQUITY INVESTIČNÍ FOND S PROMĚNNÝM ZÁKLADNÍM KAPITÁLEM, A.S. (f/k/a RSJ Private Equity uzavřený investiční fond, a.s.) (“RSJ”), as representative secured party (in such capacity, the “Representative Secured Party”) and THE PARTIES LISTED ON THE SIGNATURE PAGES HERETO AS NOTEHOLDERS (collectively, the “Noteholders”)
