Exhibit 10.2


 





THIS WARRANT AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.


 


	Warrant No. 2018-__ 	March 29, 2018




 


WARRANT TO PURCHASE SHARES OF COMMON
STOCK


 


This Warrant is issued to ________________
(“Holder”) by MYnd Analytics, Inc., a Delaware corporation (the “Company”), in connection
with the issuance to the Holder of shares of Series A Preferred Stock of the Company pursuant to a Subscription Agreement For Shares
Of Series A Preferred Stock And Common Stock Purchase Warrants of even date herewith (“Subscription Agreement”)
among the Company and the signatories thereto.  All capitalized terms not defined in this Warrant shall have the meaning
ascribed to them in the Subscription Agreement. This Warrant is one of a series of Warrants issued in connection with and pursuant
to the Subscription Agreement.


 


1.           Purchase
of Shares.  Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder
hereof in writing), to purchase from the Company up to ______________fully paid and nonassessable Shares (as defined below)
at the Exercise Price (as defined below).


 


2.           Definitions.


 


(a)           Exercise
Price.  The exercise price for the Shares initially shall be $2.34 per share, as adjusted from time to time
(such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).


 


(b)           Exercise
Period.  This Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and
ending at 5:00 P.M. New York time on March 29, 2023.


 


(c)           The
Shares.  The term “Shares” shall mean shares of the Company’s common stock, par value $0.001
per share.


 


3.           Method
of Exercise.  While this Warrant remains outstanding and exercisable in accordance with the terms hereof, the holder
may exercise, in whole or in part, the purchase rights evidenced hereby.  Such exercise shall be effected by:


 


(i)      the
surrender of the Warrant, together with a notice of exercise in substantially the form attached hereto as Exhibit A to the
Secretary of the Company at its principal offices; and


 


(ii)      the
payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased, in cash (through
a check payable to the Company or by wire transfer to an account designated by the Company).


 


4.           Certificates
for Shares.  Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the
number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the
delivery of the subscription notice.


 


5.           Issuance
of Shares.  The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be
duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance
thereof. The Company shall at all times reserve and keep available solely for the issuance and delivery upon the exercise of this
Warrant, such number of Shares sufficient to permit the exercise in full of this Warrant.


 






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6.           Adjustment
of Exercise Price and Number of Shares.  The number of and kind of securities purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a)           Subdivisions,
Combinations and Other Issuances.  If the Company shall at any time prior to the expiration of this Warrant subdivide
the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares as a dividend, the number of Shares issuable
on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to the purchase price
payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted)
shall remain the same.  Any adjustment under this Section 6(a) shall become effective at the close of business on the
date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record
date is fixed, upon the making of such dividend.


 


(b)           Reclassification,
Reorganization and Consolidation.  In case of any reclassification, capital reorganization, or change in the capital
stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a) above),
then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time prior to
the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind
and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization,
or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately prior to such
reclassification, reorganization, or change.  In any such case appropriate provisions shall be made with respect to the
rights and interest of the holder of this Warrant so that the provisions hereof, including Sections 6(a), shall thereafter be applicable
with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments
shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.


 


(c)           Notice
of Adjustment.  When any adjustment is required to be made in the number or kind of shares purchasable upon exercise
of the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares
or other securities or property thereafter purchasable upon exercise of this Warrant, and furnish the holder with a certificate
of its Chief Financial Officer, including computations of such adjustment in the number or kind of shares purchasable upon exercise
of the Warrant, or in the Exercise Price.


 


7.          No
Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of
the Exercise Price then in effect.


 


8.          Restrictive
Legend.


 


The Shares (unless registered under the Securities Act of 1933,
as amended (the “Act”)) shall be stamped or imprinted with a legend in substantially the following form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  COPIES
OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.


 






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THE SALE OF SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE
OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS
THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.  THE
RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.


 


9.         Warrants
Transferable.  Subject to compliance with the terms and conditions of this Section 9, this Warrant and all rights
hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes), upon surrender
of this Warrant properly endorsed or accompanied by written instructions of transfer.  With respect to any offer, sale
or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such
Warrant or Shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Company, to the
effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then
in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under
the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an
opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act.  Upon receiving
such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable,
shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with
the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the
opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify
the holder promptly with details thereof after such determination has been made.  Each certificate representing this
Warrant or the Shares transferred in accordance with this Section 9 shall bear a legend as to the applicable restrictions on transferability
in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required
in order to ensure compliance with such laws.  The Company may issue stop transfer instructions to its transfer agent
in connection with such restrictions.   Notwithstanding the foregoing, Holder may assign this Warrant or the Shares
into which such Warrant may be converted to an affiliated entity without the prior written consent of the Company so long as such
assignment complies with applicable law.


 


10.         Rights
of Stockholders.  No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends
or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and
the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.


 






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11.         Amendments
and Waivers.  Any provision of this Warrant may be amended, waived or modified upon the written consent of the Company
and the Majority Holders.  Any such amendment, waiver or modification effected in accordance with this paragraph
shall be binding upon the Company and Holder, it being understood and agreed that such written consent will affect all Warrants
and be binding on all holders thereof regardless of whether any particular holder executed such consent. Notwithstanding the above,
neither the exercise price nor the number of shares issuable upon exercise hereof may be amended or modified, other than as expressly
provided for herein. Any amendment or modification to this Warrant shall be made to all Warrants of this series issued pursuant
to the Subscription Agreement.


 


12.        Notices
of Certain Transactions.  In case (a) the Company shall take a record of the holders of its outstanding stock of
the same class as the Shares purchasable under this Warrant (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, (b) of any capital
reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which the shares of capital stock of the Company outstanding
immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital
stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital
stock of the surviving corporation), or any transfer of all or substantially all of the assets of the Company, or (c) of the voluntary
or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause
to be mailed to the holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or
right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record
of the Company’s outstanding stock of the same class as the Shares purchasable under this Warrant (or such other stock or
securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation,
redemption or conversion) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or
effective date for the event specified in such notice.


 


13.         Notices.  All
notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours
of the recipient, and if not so confirmed, then on the next business day, with a copy to be sent by United States first class mail,
postage prepaid, (c) five (5) days after being sent by registered or certified mail, return receipt required, postage prepaid,
or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification
of receipt.  All communications shall be sent to the respective parties at their address or fax number as set forth on
the signature page to the Subscription Agent or to such electronic mail address, facsimile number or address as subsequently modified
by written notice given in according with this Section 13.


 


14.         No
Impairment.  The Company shall not, by amendment of its certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.


 


15.         Governing
Law.  This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware
or of any other state.


 


16.         Rights
and Obligations Survive Exercise of Warrant.  Unless otherwise provided herein, the rights and obligations of the
Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the
exercise of this Warrant.


 


[Signature Page Follows]


 






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Issued this 29th day of March, 2018.


 


	 	MYND ANALYTICS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Address: 	26522 La Alameda
	 	 	Mission Viejo, CA 92691


 


	Accepted and agreed:	 
	 	 
	 	 
	Name and Position	 
	 	 
	Address:	 


 





[Signature Page to Form of Warrant]


  






     


     


    

 





EXHIBIT A


 


NOTICE OF EXERCISE


 


	TO:	MYnd Analytics, Inc.	 
	 	 	 
	 	 	 


 


Attention: Chief Executive Officer


 


1.           The
undersigned hereby elects to purchase __________ Shares of _____________ pursuant to the terms of the attached Warrant.


 


2.           Please
issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified
below:


 


	 
	(Name)
	 
	 
	(Address)


 


3.           The
undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no
present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth
in Section 10 of the attached Warrant are true and correct as of the date hereof.





	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Name)
	 	 	 
	(Date)	 	(Title)


 






     


     


    

 


FORM OF TRANSFER





(To be signed only upon transfer of Warrant)


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _______________________________________________ the right represented by the attached Warrant
to purchase ____________ shares of  ________________________ of MYnd Analytics, Inc. to which the attached Warrant relates,
and appoints ______________ Attorney to transfer such right on the books of __________, with full power of substitution in the
premises.


 


	Dated: ____________________


	 	 	 
	 	 	(Signature must conform in all respects to name of Holder as specified on the
    face of the Warrant)
	 	 	Address:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signed in the presence of: