Exhibit
10.1


 

SUBSCRIPTION AGREEMENT


This
SUBSCRIPTION Agreement (this “Agreement”)
is made as of _________ __, 201_ by, and between MYnd Analytics, Inc., a Delaware corporation (the “Company”),
and the investors listed on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”).


WITNESSETH


In
consideration for the mutual promises and covenants herein, the parties agree as follows:


WHEREAS,
the Company is offering, in a private placement, of its Common Stock (“Common Stock”), par value $0.001 per
share (the “Shares”) for $6.25 per share in a private placement to accredited investors pursuant to a Confidential
Offering Memorandum dated December 13, 2016; and


WHEREAS,
the undersigned desires to subscribe for and purchase the number of Shares set forth on Schedule A hereto.


Section
1 – Purchase and Sale of SHARES


 


1.1       Purchase
and Sale of Shares. The Company has authorized the issuance and sale, in accordance with the terms hereof, of shares of Common
Stock. On the terms and subject to the conditions set forth in this Agreement, at the Closings (as defined below), the Company
agrees to issue to each Investor, and the Investor agrees to purchase from the Company, in the amount set forth on Schedule
A. The Company will sell Shares to more than one Investor, each of whom will enter into Subscription Agreement substantially
identical to this one.


1.2       Closings.


(a)       Initial
Closing. The initial purchase and sale of the Shares shall take place at a closing (the “Initial Closing”)
which shall take place remotely via exchange of documents and signatures at 10:00 a.m. Eastern Time on the business day immediately
following execution and delivery of this Agreement, or at such other place and time as may be agreed to among the Company and
the Investors. At the Initial Closing, the Company shall deliver to each of the Investors purchasing Shares for cash at such initial
closing, a certification in book-entry form representing such number of Shares as is set forth opposite such Investor’s
name on Schedule A hereto against receipt of a check subject to collection or a wire transfer in immediately available
funds of the purchase price, to an account designated by the Company.


(b)       Additional
Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional
Closing,” and, collectively with the Initial Closing, the “Closings,” and individually, a “Closing”),
pursuant to which it shall have the right to issue and sell additional Shares to additional Investors or existing Investors. At
each Additional Closing, the Company shall deliver to each Investor purchasing Shares at such additional closing, a certification
in book-entry form representing such number of Shares as is set forth opposite such Investor’s name on Schedule A
hereto against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price,
to an account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby
represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional
Closing.




    	 



    	 



    




The
obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Closing is, unless waived by such Investor,
subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and
correct on and as of such Closing date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is,
unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained
in Section 3 are true, complete and correct on and as of the Closing Date. 


Section
2 - Representations and Warranties


of
the Company


The
Company represents and warrants to each Investor as follows:


2.1       Existence
of Company. The Company is a duly organized Delaware corporation. The Company is validly existing in all jurisdictions where
it conducts its business.


2.2
       Authority to Execute. The execution, delivery and performance by the Company
of this Agreement and the issuance of the Shares are within the Company’s corporate powers, have been duly authorized by
all necessary corporate action, do not and will not conflict with any provision of law or organizational document of the Company
(including its Certificate of Incorporation or Bylaws) or of any agreement or contractual restrictions binding upon or affecting
the Company or any of its property and need no further stockholder or creditor consent.


 


2.3       No
Stockholder Approval Required. No approval of the Company’s stockholders is required for (i) the entry by the Company
into this Agreement, or (ii) the issuance of the Shares contemplated by this Agreement.


2.4       Valid
Issuance. The Shares will be, validly issued, fully paid and nonassessable and free of restrictions on transfer other than
restrictions on transfer under, applicable state and federal securities laws and liens or encumbrances created by or imposed by
the Investor. Assuming the accuracy of the representations of the Investor in Section 3 of this Agreement, and the Shares will
be issued in compliance with all applicable federal and state securities laws.


2.5       Binding
Obligation. This Agreement is, a valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar
laws affecting creditors’ rights generally and to general equitable principles.


2.6       Litigation.
Other than the litigation disclosed in the Company’s most recent SEC Reports (as defined below), no litigation or governmental
proceeding is pending or threatened against the Company which may have a materially adverse effect on the financial condition,
operations or prospects of the Company, and to the knowledge of the Company, no basis therefore exists.




    	 



    	 



    

 


2.7       Intellectual
Property. To the best of the Company’s knowledge, the Company owns or possesses sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes
necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights
of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights,
nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any
other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard
products.


2.8       SEC
Reports.The Company has filed all forms, reports, schedules, proxy statements, registration statements and other documents
(including all exhibits thereto) required to be filed by it with the U.S Securities and Exchange Commission (the “SEC”)
pursuant to the federal securities laws and the SEC rules and regulations thereunder, together with all certifications required
pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) (as they have been amended since the
time of their filing, including all exhibits thereto, the “SEC Reports”). Each of the SEC Reports complied
in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities
Act”) and the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations of the
SEC under all of the foregoing. None of the SEC Reports contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


Section
3 - Representations and Warranties


of
the Investors


Each
Investor represents and warrants to the Company as follows:


3.1       Authorization;
Binding Obligations. The Investor has full power and authority to enter into this Agreement and this Agreement constitutes
a valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject,
as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’
rights generally and to general equitable principles.


3.2       Accredited
Investor. The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D promulgated
under the Securities Act.


3.3       Investment
for Own Account. The Shares are being acquired for his, her or its own account, for investment and not with a view to, or
for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.


3.4       Knowledge
and Experience. The Investor has such knowledge and experience in financial and business matters that (s)he is capable of
evaluating the merits and risks of an investment in the Shares and of making an informed investment decision with respect thereto,
has the ability and capacity to protect his/her interests and can bear the economic risk of the acceptance of the Shares, including
a total loss of his/her investment.




    	 



    	 



    

 


3.5
       Opportunity to Ask Questions. The Investor has had the opportunity to ask questions
and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its business and
to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by
the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by the Investor.
In connection therewith, the Investor acknowledges that (s)he has had the opportunity to discuss the Company’s business,
management and financial affairs with the Company’s management or any authorized person acting on its behalf.


3.6.       Receipt
of Information. The Investor has received and reviewed all of the information concerning the Company and the Shares, both
written and oral, that the Investor desires. Without limiting the generality of the foregoing, the Investor has been furnished
with or has had the opportunity to acquire, and to review: all information, both written and oral, that the Investor desires with
respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment,
the Investor has relied solely on his/her own knowledge and understanding of the Company and its business and prospects based
upon the Investor’s own due diligence investigations and the Company’s filings with the SEC.


Section
4 - Miscellaneous


4.1       No
Waiver; Cumulative Remedies. No failure or delay on the part of any party to this Agreement in exercising any right or remedy
under, or pursuant to, this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right, remedy or power preclude other or further exercise thereof, or the exercise of any other right, remedy or power. The remedies
in this Agreement are cumulative and are not exclusive of any remedies provided by law.


4.2       Amendments
and Waivers. Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended (either
retroactively or prospectively) with the written consent of the Company and a majority of the total investors in the offering.
Any amendment effected in accordance with this Section 4.2 shall be binding upon each Investor, each future holder of Shares and
the Company.


4.3       Notices,
Etc. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained
in a written instrument delivered in person; sent by facsimile transmission; sent by electronic mail; duly sent by first class
registered or certified mail, return receipt requested, postage prepaid; or duly sent by overnight delivery service (e.g.,
Federal Express) addressed to such party (i) if to the Company, at the address, fax number or electronic mail address, as applicable,
set forth on the signature page hereof or (ii) if to an Investor, at the address, fax number or electronic mail address, as applicable,
set forth on Schedule A hereto, or at such other address, fax number or electronic mail address as may hereafter be designated
in writing by the addressee to the sender. All such notices, advises and communications shall be deemed to have been received:
(a) in the case of personal delivery, on the date of such delivery; (b) in the case of facsimile or electronic mail transmission,
on the date of transmission; and (c) in the case of mailing or delivery by service, on the date of delivery as shown on the return
receipt or delivery service statement.


4.4       Governing
Law. This Agreement 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. The Company and each Investor consent to personal
jurisdiction in New York County, New York.




    	 



    	 



    

 


4.5       Severability.
If any term in this Agreement is held to be illegal or unenforceable, the remaining portions of this Agreement shall not be affected,
and this Agreement shall be construed and enforced as if this Agreement did not contain the term held to be illegal or unenforceable.


4.6       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Company and each Investor and their respective
successors and assigns.


4.7       Transfer
of Shares. Notwithstanding the legend required to be placed on the Shares by applicable law, no registration statement or
opinion of counsel shall be necessary: (a) for a transfer of Shares to the respective estate of each Investor or for a transfer
of Shares by gift, will or intestate succession of each Investor to his or her spouse or to the siblings, lineal descendants or
ancestors each Investor or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same
extent as if he or she were the original Investor hereunder; or (b) for a transfer of Shares pursuant to SEC Rule 144 or any successor
rule, or for a transfer of Shares pursuant to a registration statement declared effective by the SEC under the Securities Act
relating to the Shares.


4.8       Survival
of Representations, Warranties and Covenants. The representations and warranties of the parties contained in or made pursuant
to this Agreement shall survive the execution and delivery of this Agreement indefinitely, and shall in no way be affected by
any investigation of the subject matter thereof made by or on behalf of the other parties. The covenants of the parties contained
in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement until such time as the Notes
have been paid in full.


4.9       California
Commissioner of Corporations. THE SALE OF THE SHARES 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 SHARES OR PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SHARES PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM QUALIFICATIONS
BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the date first written above.


 


	 	 	MYND ANALYTICS, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: Paul Buck
	 	 	 	Title: Chief Financial Officer
	 	 	 	 
	Address/Fax Number/E-mail Address for Notice:	 	 	 
	26522 La Alameda	 	 	 
	Mission Viejo, CA 92691	 	 	 
	Fax: (866) 867 4446	 	 	 
	pbuck@myndanalytics.com	 	 	 
	 	 	 	 
	 	 	INVESTOR:
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	 
	 	 	 	Title:






 





 


 












    	 



    	 



    

 


SCHEDULE
A


 


	Name,
    Address, Fax Number, E-Mail Address and Tax ID Number of Investor 	Aggregate
                                         Purchase Price 

         

	 

         

        Name:_________________________________

         

        Address:_______________________________

         

        ______________________________________

         

        Fax:__________________________________

         

        Email:_________________________________

         

        Tax
        ID:________________________________

         
	 

         

         

        $______________________

	TOTAL: