FORM OF WARRANT TO PURCHASE SHARESCNS Response, Inc. • October 7th, 2010 • Services-misc health & allied services, nec • California
This Warrant is issued to [__________] (“Holder”) by CNS Response, Inc., a Delaware corporation (the “Company”), in connection with the contemporaneous issuance to the Holder of a Note in the aggregate principal amount of $[__________] (the “Note”). All capitalized terms not defined in this Warrant shall have the meaning ascribed to them in the Note.
CNS RESPONSE, INC. SECURITY AGREEMENTSecurity Agreement • October 7th, 2010 • CNS Response, Inc. • Services-misc health & allied services, nec • California
SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2010, by and between CNS Response, Inc., a Delaware corporation (the “Company”), and John Pappajohn, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
CNS RESPONSE, INC. FORM OF SECURED CONVERTIBLE PROMISSORY NOTECNS Response, Inc. • October 7th, 2010 • Services-misc health & allied services, nec • California
FOR VALUE RECEIVED, CNS Response, Inc., a Delaware corporation (the “Company”), promises to pay to [__________] (“Holder”), or its registered assigns, in lawful money of the United States of America, the principal sum of [__________] ($[_____]), together with a single payment of accrued interest calculated based on the actual days outstanding and a 360 day year at a rate of nine percent (9%). Such interest shall be paid pursuant to Section 2 below (“Interest Payment”). All unpaid principal, together with the accrued interest and other amounts payable under this Secured Convertible Promissory Note (this “Note”) shall be due and payable, unless converted in accordance with Section 6 hereof, on the earliest of (i) the maturity date of October 1, 2011, (ii) prepayment of this Note pursuant to Section 3 below, or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are made due and payable in accordance with the terms hereof. This Note is one of a
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 7th, 2010 • CNS Response, Inc. • Services-misc health & allied services, nec • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of October 1, 2010 by and between CNS Response, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and together, the “Investors”).
