BRIDGE NOTE AND WARRANT PURCHASE AGREEMENTBridge Note and Warrant Purchase Agreement • May 20th, 2009 • CNS Response, Inc. • Services-misc health & allied services, nec • California
THIS BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of May 14, 2009 by and between CNS Response, Inc., a Delaware corporation (the “Company”), and SAIL Venture Partners, LP (the “Investor”.)
ContractCNS Response, Inc. • May 20th, 2009 • Services-misc health & allied services, nec • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE SHARESPurchase Shares • May 20th, 2009 • CNS Response, Inc. • Services-misc health & allied services, nec • California
This Warrant is issued to SAIL Venture Partners, LP (“Investor”) by CNS Response, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Bridge Note and Warrant Purchase Agreement (the “Agreement”), dated May 14, 2009. All capitalized terms not defined in this Warrant shall have the meaning ascribed to them in the Agreement.
