Exhibit 4.9


 


NEITHER THESE SECURITIES NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE,
PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD
OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S
SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-217092, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN
ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


MYND ANALYTICS, INC.


 


COMMON STOCK PURCHASE WARRANT


	 	 	Original Issue Date: ____, 2017


 


MYnd Analytics, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, as partial compensation for its services as underwriter
to the Company, Maxim Group LLC, or its registered assigns (the “Holder”), is entitled to purchase from the
Company up to a total of _____ number of shares of common stock, par value $0.001 per share (the “Common Stock”),
(each, a “Warrant” and collectively, the “Warrants,” and each such share of Common Stock,
a “Warrant Share” and all such shares of Common Stock, the “Warrant Shares”), at any time
and from time to time after the one (1) year anniversary following the effective date of the Registration Statement on Form S-1
(File No. 333-217092) (the “Registration Statement”), and through and including , ______ 2019, the second anniversary
of such effective date (the “Expiration Date”), in accordance with FINRA Rule 5110(f)(2)(G)(i), and subject
to the following terms and conditions:


 


1. Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Other Capitalized
terms used and not otherwise defined shall have the meanings set forth in that certain Underwriting Agreement, dated May __, 2017,
between the Company and the Holder.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144.


   


“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Common
Stock” means the common stock of the Company, $0.001 par value per share, and any securities into which such common stock
may hereafter be reclassified or for which it may be exchanged as a class.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exercise
Price” means $__ (115% of the public offering price in connection with the Offering), subject to adjustment in accordance
with Section 9.


 




    	 	- 1 -	 



     


    

 


“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property.


 


“New York
Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus”
means the prospectus dated ___ , 2017 filed with the Securities and Exchange Commission pursuant to Rule 424(b) promulgated under
the Securities Act.


 


“Rule 144”
means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially
the same effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange
Commission under the Exchange Act.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted
on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by OTC Markets Group
Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that
the Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or the OTCQB Marketplace maintained by the OTC Markets, Inc. on which the Common Stock is listed
or quoted for trading on the date in question.


 


2. Registration
of Warrant.  The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.


 


3. Registration
of Transfers.  The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase shares of Common Stock, in substantially the form of
this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.


 




    	 	- 2 -	 



     


    

 


4. Exercise and
Duration of Warrants.  This Warrant shall be exercisable by the registered Holder at any time and from time to time from
and after one (1) year anniversary following the effective date of the Registration Statement (the “Effective Date”),
through and including the Expiration Date in accordance with FINRA Rule 5110(f)(2)(G)(i). At 5:00 p.m., Eastern Standard Time on
the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company
may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. In accordance with
FINRA Rule 5110(g)(1), this Warrant shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this Warrant
by any person for a period of 180 days immediately following the effective date of the Registration Statement, except as provided
in FINRA Rule 5110(g)(2).


 


5. Delivery of
Warrant Shares.


 


(a) Upon delivery
of the Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Exercise Log) at its address for
notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends
to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as
defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise. The Company
shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant
Shares has been declared effective by the Securities and Exchange Commission, use its reasonable best efforts to deliver Warrant
Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing
similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent
if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Holder to be purchased.


 


(b) If by the third
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c) If by the third
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay
in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the
Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock
or Warrants that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, and, upon
request, of the Company, evidence of the amount of such loss.


 


(d) The Company’s
obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 




    	 	- 3 -	 



     


    

 


6. Charges, Taxes
and Expenses.  Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7. Replacement
of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in lieu  of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable
indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may
prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8. Reservation
of Warrant Shares.  The Company covenants that it will at all times reserve and keep available out of the aggregate of
its authorized but unissued and otherwise unreserved shares of Common Stock solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other
than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly authorized, validly issued and fully paid and non-assessable.


 


9. Certain Adjustments.
 The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time
to time as set forth in this Section 9.


 


(a) Stock Dividends
and Splits.  If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares
of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.


 


(b) Fundamental
Transactions.  If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as
it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the
“Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. At the Holder’s option and request, any successor to the Company or surviving entity
in such Fundamental Transaction shall issue to the Holder a new warrant substantially in the form of this Warrant and consistent
with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate
Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring
that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 




    	 	- 4 -	 



     


    

 


(c) Adjustments
for Other Distributions.  In the event the Company shall declare a distribution on the outstanding Common Stock that is
payable in securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash
dividends or distributions to the holders of Common Stock paid out of current or retained earnings and declared by the Company’s
Board of Directors) or options or rights, then, in each such case for the purpose of this Section 9(c), upon exercise of this Warrant,
the Holder shall be entitled to a proportionate share of any such distribution as though the Holder was the actual record holder
of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to the
record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution (or
the date of such distribution if no record date is fixed).


 


(d) Subsequent
Rights Offering.  In addition to any adjustments pursuant to Section 9(c) above, if at any time during which this Warrant
is outstanding, the Company grants, issues or sells any Common Stock equivalents or other rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on exercise hereof, including without limitation, beneficial ownership limitations)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding beneficial ownership limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding beneficial ownership limitations). The provisions of this Section 9(d) will
not apply to any grant, issuance or sale of Common Stock equivalents or other rights to purchase stock, warrants, securities or
other property of the Company which is not made pro rata to the record holders of any class of shares of Common Stock.


 


(e) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares that
may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment.


 


(f) Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(g) Notice of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant
(as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment
is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s
Transfer Agent.


 




    	 	- 5 -	 



     


    

 


(h) Notice of Corporate
Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of
its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock
of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction
(but only to the extent such disclosure would not result in the dissemination of material, non-public information to the Holder)
at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in
order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order
to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice.


 


10. Payment of
Exercise Price.  The Holder may pay the Exercise Price in one of the following manners:


 


(a) Cash Exercise.
The Holder may deliver immediately available funds; or


 


(b) Cashless Exercise.
If on the Date of Exercise there is no effective registration statement registering, or the prospectus contained therein is not
available for, the resale of the Warrant Shares, the Holder may notify the Company in an Exercise Notice of its election to utilize
cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares
to be issued to the Holder.


 


Y = the number of Warrant Shares
with respect to which this Warrant is being exercised.


 


A = the average of the daily
volume weighted average price of the Common Stock for the five Trading Days immediately prior to (but not including) the Date of
Exercise.


 


B = the Exercise Price.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


 


11. Limitations
on Exercise.  Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such
Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares
of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 11, and the
Company shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the
number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of
this Warrant. This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term
of this Section may be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly
increased, (b) this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c)
any attempted waiver, modification or amendment of this Section will be void ab initio.


 




    	 	- 6 -	 



     


    

 


12. No Fractional
Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional
shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing
price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.


 


13. Registration
Rights.


 


(a) Demand Registration.
 The Company, upon written demand (a “Demand Notice”) by the Holder, and if the Holder has assigned a portion
of the Warrant, of the holders, agrees to register (a “Demand Registration”), on one occasion, all or any portion
of the Warrant Shares. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration
Statement covering the Warrant Shares within sixty (60) days after receipt of a Demand Notice and use its best efforts to have
such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance with review
by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has
filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section
13(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof in connection
with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary
offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty
(30) days after such offering is consummated. A Demand Notice may be given at any time during the period of one and a half (1.5)
years beginning 180 days from the Effective Date. The Company covenants and agrees, if the Holder has assigned a portion of this
Warrant, to give written notice of its receipt of the Demand Notice by any Holder to all other registered Holder of the Warrants
and/or the Warrant Shares within ten (10) days from the date of the receipt of such Demand Notice. The Holder, or if the Warrant
has been assigned, the Holders, shall not effect more than two (2) Demand Registrations pursuant to this Section 13(a). A registration
will not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand
Registration has been declared effective and the Company has complied with all of its obligations under hereunder with respect
thereto; provided, however, that if, after such registration statement has been declared effective, the offering of the Warrant
Shares pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Holder thereafter
elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant
to Section 13(a), including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent
them in connection with the sale of the Warrant Shares, but the Holders shall pay any and all underwriting commissions or brokerage
fees related to the Warrant Shares, if applicable. The Holders shall bear all fees and expenses (including all underwriting commissions
and the expenses of any legal counsel selected by the Holders to represent them) in connection with the second Demand Registration
pursuant to Section 13(a). The Company agrees to use its best efforts to cause the filing required herein to become effective promptly
and to qualify or register the Warrant Shares in such States as are reasonably requested by the Holder, or if the Warrant has been
assigned, by the Holders; provided, however, that in no event shall the Company be required to register the Warrant Shares in a
State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State
or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow
their shares of capital stock of the Company. The Company shall use its commercially reasonable efforts to cause any registration
statement filed pursuant to the demand right granted under Section 13(a) to remain effective for a period of at least twelve (12)
consecutive months from the date that the Holder of the Warrant Shares covered by such registration statement are first given the
opportunity to sell all of such securities. The Holder shall only use the prospectuses provided by the Company to sell the shares
covered by such registration statements, and will immediately cease to use any prospectus furnished by the Company if the Company
advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.


 




    	 	- 7 -	 



     


    

 


(b) “Piggy-Back”
Registration.  In addition to the demand rights of registration described in Section 13(a) hereof, the Holder shall have
the right, for a period of five (5) years commencing 180 days from the Effective Date, to include the Warrant Shares as part of
any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a)
promulgated under the Securities Act or pursuant to Form S-8 or S-4 or any equivalent form); provided, however, that if, solely
in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof
shall, in its reasonable discretion, impose a limitation on the number of Warrant Shares which may be included in the registration
statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate
public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of
the Warrant Shares with respect to which the Holder requested inclusion hereunder as the underwriter(s) shall reasonably permit.
Any exclusion of Warrant Shares shall be made pro rata among the Holder, or if the Warrant has been assigned, to the Holders seeking
to include Warrant Shares in proportion to the number of Warrant Shares sought to be included by such Holders; provided, however,
that the Company shall not exclude any Warrant Shares unless the Company has first excluded all outstanding securities, the holders
of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion
with the Warrant Shares. The Holders shall be entitled to unlimited piggy-back registration rights pursuant to this Section 13(b).
Any holder of the Warrant Shares may elect to withdraw such Holder’s request for inclusion of the Warrant Shares in any piggy-back
registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration
statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to
written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holders of the Warrant Shares
in connection with such piggy-back registration as provided in Section 13(b). The Company shall bear all fees and expenses attendant
to registering the Warrant Shares pursuant to Section 13(b) hereof, including the reasonable and documented expenses of a single
legal counsel selected by the Holders to represent them in connection with the sale of the Warrant Shares, but the Holders shall
pay any and all underwriting commissions or brokerage fees related to the Warrant Shares. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Warrant Shares with not less than fifteen (15) days written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Warrant Shares have been sold by the Holder. The holders of the Warrant
Shares shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten (10) days of
the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its best efforts
to cause any registration statement filed pursuant to the piggyback right granted under Section 13(b) to remain effective for a
period of at least nine (9) consecutive months from the date that the Holders of the Warrant Shares covered by such registration
statement are first given the opportunity to sell all of such securities.


 


14. Notices.
 Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:00 p.m. (Eastern Standard
Time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (Eastern
Standard Time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications
shall be: (i) if to the Company, to MYnd Analytics, Inc., 26522 La Alamaeda, Suite 290, Mission Viejo, California 92691, Attention:
Chief Executive Officer (or such other address as the Company shall indicate in writing in accordance with this Section), or via
facsimile to [_______], or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such
other address or facsimile number as the Holder may provide to the Company in accordance with this Section.


 


15. Warrant Agent.
 The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company may appoint
a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 




    	 	- 8 -	 



     


    

 


16. Miscellaneous.


 


(a) This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the
Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions on waivers and amendments
set forth in Section 11 of this Warrant.


 


(b) The Holder, in
addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
for specific performance that a remedy at law would be adequate.


 


(c) All questions
concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions
herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Proceeding.


 


(d) The failure of
any of the parties hereto to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a
waiver of any such provision, nor to in any way effect the validity of this Warrant or any provision hereof or the right of any
of the parties hereto to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


(e) The headings herein
are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.


 




    	 	- 9 -	 



     


    

 


(f) In case any one
or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(g) Prior to exercise
of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder with respect
to the Warrant Shares, except as set forth herein.


 


[Signature page follows.]


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 







	 	MYND ANALYTICS, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title: Chief Executive Officer




 







    	 	- 10 -	 



     


    

 


 


  


EXERCISE NOTICE


MYND ANALYTICS, INC.


WARRANT DATED ______, 2017


 


The undersigned Holder
hereby irrevocably elects to purchase Warrant Shares pursuant to the above referenced Warrant. Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Warrant.


 


	(1)	The undersigned Holder hereby exercises its right to purchase Warrant Shares pursuant to the Warrant. 
	 	 
	(2)	(PLEASE CHECK ONE METHOD OF PAYMENT)
	 	 ̈ The Holder shall pay the sum of $___to the Company in accordance with the terms of the Warrant; or
	 	 
	 	 ̈ The Holder shall exercise the Warrant through a cashless exercise in accordance with the terms of the Warrant.
	 	 
	(3)	Pursuant to this Exercise Notice, the Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.
	 	 






	(4)	Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified here:
	 	 	 
	 	 	 
	(5)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Warrant to which this notice relates.




 


	Dated: ______, 20147	Name of Holder:
	 	 
	 	(Print)
	 	 
	 	Name:
	 	Title:
	 	Date:
	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant.)


 




    	 	- 11 -	 



     


    

 


UNIT WARRANT UNITS EXERCISE LOG


	Date	 	Number of Warrant

Shares Available to 

be

Exercised	 	Number of Warrant Shares

Exercised	 	Number of

Warrant Shares

Remaining to

be Exercised
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 


 




    	 	- 12 -	 



     


    

 


MYND ANALYTICS, INC.


WARRANT DATED ____, 2017


 


ASSIGNMENT
FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____] all of or [_______] shares of the
foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


_______________________________________________________________.


_______________________________________________________________


 


Date: ______________, _______


 


Holder’s Signature: _____________________________


Holder’s Address: ______________________________


_______________________________


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 




    	 	- 13 -