0001144204-12-023636 Sample Contracts

Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 25th, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • New York
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ADVISORY AGREEMENT
Advisory Agreement • April 25th, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • Iowa

THIS ADVISORY AGREEMENT (this “Agreement”) is entered into as of February 1, 2010 among CNS Response, Inc., a Delaware corporation with offices located at 85 Enterprise, Suite 410, Aliso Vejo, CA 926567 (“CNS”) and Equity Dynamics, Inc., an Iowa Corporation with offices located at 666 Walnut Street, Suite 2116, Des Moines, IA 50309 (“Advisor”).

CONSULTING AGREEMENT EFFECTIVE DATE: January 1, 2010
Consulting Agreement • April 25th, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • California

This Consulting Agreement (this “Agreement”) is made by and between CNS Response, Inc., a Delaware corporation (“Company”), and Henry T. Harbin, an individual (“Consultant”).

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