CNS Response, Inc. Aliso Viejo, CA 92656CNS Response, Inc. • December 4th, 2012 • Services-misc health & allied services, nec • Delaware
This letter agreement confirms the understanding and agreement between CNS Response, Inc., a Delaware corporation (the “Company”), on the one hand, and Equity Dynamics, Inc. (“Stockholder”), on the other hand. The Company has experienced continuing losses, extreme cash flow shortfalls, has been unable to satisfy its financial obligations as they have become due and has failed in numerous attempts to raise additional capital through the sale of equity securities. Various investors led by the Stockholder and including the Stockholder have agreed to make an investment in convertible promissory notes issued by the Company. As a condition to the investment, the Stockholder has requested that there be certain changes to the composition of the Board of Directors with the understanding that the Board be composed of persons who will lead the Company through the challenges facing the Company during the next several years. Accordingly, the Company has agreed with the Stockholder as follows:
AMENDED AND rESTATED CONSENT, NOTE AMENDMENT AND WARRANT FORFEITURE AGREEMENTWarrant Forfeiture Agreement • December 4th, 2012 • 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 warrants to purchase the number of common stock, par value $0.001 per share (the “Common Stock”), of the Company set forth opposite each such holder’s name below.
EMPLOYMENT COMPENSATION FORFEITURE AND EXCHANGE AGREEMENTEmployment Compensation Forfeiture • December 4th, 2012 • CNS Response, Inc. • Services-misc health & allied services, nec • California
This EMPLOYMENT COMPENSATION FORFEITURE AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of November __, 2012 by and among CNS Response, Inc., a Delaware corporation (the “Company”) and the undersigned employee of the Company (the “Employee”).
