Exhibit 10.2


 


Termination of Governance Agreement


 


This termination agreement (the "Agreement"),
dated as of March ___, 2015 (the "Effective Date") confirms the understanding and agreement by and between CNS
Response, Inc., a Delaware corporation (the “Company”) and SAIL Capital Partners (“SAIL”),
to terminate that certain governance agreement dated November 28, 2012, by and between the Company and SAIL (the "Governance
Agreement"). The Company and SAIL may be collectively referred to herein as the "Parties", and each a
"Party".


 


WHEREAS, the
Parties entered in to the Governance Agreement (annexed hereto as Exhibit A), pursuant to which, among other things, at each meeting
of stockholders of the Company at which directors are nominated and elected, the Company agreed to nominate for election at any
such meeting, three Board Designees (as defined in the Governance Agreement) designated by SAIL, and to take all necessary action
to support the election of each such Board Designee and to oppose any challenges to any such Board Designee.


 


WHEREAS, each
Party has determined that the Governance Agreement is no longer useful or necessary for the purposes stated therein, for reasons
including, but not limited to, the impediment presented by such agreement to the Company's ability to attract investments.


 


NOW THEREFORE, in
consideration of the mutual promises and agreements herein made, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:


 


1. Termination.
As of the Effective Date, each Party hereby agrees to terminate the Governance Agreement in its entirety, rendering the Governance
Agreement of no further force or effect.


 


2. Entire Agreement;
Amendment. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof,
and supersedes any prior oral or written agreements, commitments or understanding with respect to the matters provided for herein.
No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed
by the party against whom enforcement of the amendment, modification, or discharge was sought.


 


3. Execution of
Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall
not be necessary that the signatures of, or on behalf of, each Party, or that the signatures of all persons required to bind any
party, appear on each counterpart; but it shall be sufficient that all such signatures appear on one or more of the counterparts.
All counterparts shall collectively constitute a single agreement.


 


4. Governing Law.
THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE RULES OF CONFLICTS OF LAWS.


 


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IN WITNESS WHEREOF, the Parties have
caused this Agreement to be duly executed by their authorized officers, and delivered, as of the date first set forth above.


 


	On Behalf of the Company:	 
	 	 
	 	Signed By:
	 	 
	 	Name:
	 	 
	 	Position:
	 	 
	On Behalf of SAIL Capital Partners::	 
	 	 
	 	Signed By:
	 	 
	 	Name:
	 	 
	 	Position: