0001615774-16-003804 Sample Contracts

OMNIBUS AMENDMENT
Omnibus Amendment • January 5th, 2016 • MYnd Analytics, Inc. • Services-misc health & allied services, nec

This OMNIBUS AMENDMENT (this "Amendment"), dated as of September 14, 2015, hereby amends: (i) the Note Purchase Agreement, made as of September 22, 2014, as amended by Amendment No. 1 to the Note Purchase Agreement on April 14, 2015 (the "Agreement"), by and among CNS Response, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule A thereto (each, an "Investor," and together, the "Investors"), and (ii) the Secured Convertible Promissory Notes purchased and sold pursuant to the Agreement (individually, a "Note" and, collectively, the "Notes"); each as set forth below. Certain capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

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AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
And Restated Note Purchase Agreement • January 5th, 2016 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • California

This AMEDNED AND RESTATED NOTE PURCHASE Agreement (this “Agreement”) is made as of June 2, 2014 by and among CNS Response, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and together, the “Investors”).

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