EMPLOYMENT
COMPENSATION FORFEITURE

AND EXCHANGE AGREEMENT


 


This EMPLOYMENT COMPENSATION
FORFEITURE AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December ___, 2013 by and among CNS
Response, Inc., a Delaware corporation (the “Company”) and the undersigned employee of the Company (the “Employee”).


 


WHEREAS, the Company
owes the Employee an aggregate of $____________ of salary and wages accrued from ____________ to ____________ (the "Accrued
Wages"), and the Company desires to pay the Employee the Accrued Wages in accordance with the terms set forth herein;


 


WHEREAS, the Company
has experienced continuing losses, extreme cash flow shortfalls, has been unable to satisfy its financial obligations as they have
become due and has failed to raise sufficient additional capital through the sale of equity securities and debt and therefore certain
members of management of the Company, including the Employee, desire to waive the right to receive and forfeit future salary in
consideration for the issuance of options ("Options") to purchase common stock, par value $0.001 per share of
the Company (the “Common Stock”), in accordance with the terms set forth herein;


 


NOW, THEREFORE, the
Company and the Employee, in consideration for the mutual promises and covenants herein, agree as follows:


 


1.Payment of
Accrued Wages. Subject to the terms and conditions of this Agreement, the Company agrees to pay the Employee the Accrued Wages
in accordance with the payment schedule set forth on Exhibit A hereto.


 


2.Forfeiture of Future Wages.


 


Forfeiture. Subject
to the terms and conditions of this Agreement, the Employee agrees to waive receipt of and release the Company from the payment
of future salary and wages that will be accrued from ____________ to ____________ (the "2014 Period"), in the
aggregate amount of $___________, in consideration for which the Company has issued _______ Options to purchase Common Stock on
October 8, 2013. Waiver. Each Employee hereby irrevocably waives the right to receive any wages, salary or compensation
for the period of time prior from ____________ to ____________, and waives all rights and remedies related thereto under all applicable
laws rules and regulations.


 


3.Representations
and Warranties of Employee. The Employee hereby represents and warrants to the Company as follows:


 


(a)Authority.
The Employee has, as appropriate, full power and legal capacity and all right, power, legal capacity and authority to enter into
this Agreement.


 


(b)Authorization.
The execution, delivery and performance of this Agreement has been duly and validly approved and authorized by the Employee.


 






    	 



    	 



    

 


4.Miscellaneous.


 


(a)Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION
AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO
ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTIONS) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF CALIFORNIA.


 


(b)Amendment.
This Agreement may only be amended by written agreement of the Company and the Employee.


 


(c)Assignment.
The Employee may only assign this Agreement with the written consent of the Company. The Company may freely assign this Agreement
without the consent of the Employee. Any assignment of this Agreement in violation of this Section is null and void. This Agreement
shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


(d)Waiver of Rights.
No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by such party preclude
any other or further exercise thereof or the exercise of any other right, power or remedy. All rights, powers and remedies under
this Agreement are cumulative and are not exclusive of any other rights, powers and remedies provided by law.


 


(e)No Other Agreements.
This Agreement (including the Exhibits attached hereto) contains a final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter thereof and shall constitute the entire agreement between the parties hereto
with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements
between the parties hereto.


 


(f)Counterparts.
This Agreement may be executed in two or more counterparts (including via facsimile or other electronic means), each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement will be binding upon
the Company and the Employee and their respective successors, assigns, heirs and personal representatives.


 


(g)Further Assurances.
The Employee shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed
such further acts, deeds, conveyances, consents and assurances without further consideration, which may be reasonably required
to effect the transactions contemplated by this Agreement.


 


(h)Severability.
If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule
or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 


 





	 	CNS RESPONSE, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:  George Carpenter	 
	 	 	Title:     CEO	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	EMPLOYEE	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 










  




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Exhibit A


 


Payment Schedule for Accrued Wages