Exhibit 4.5


 


CNS RESPONSE, INC.


 


FORM OF WARRANT AGREEMENT


 


WARRANT AGREEMENT
(this “Agreement”) entered into as of May ___, 2012 (the “Issuance Date”), between CNS Response,
Inc., a Delaware corporation, with offices at 85 Enterprise, Suite 410, Aliso Viejo, CA 92656 (the “Company ”),
and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York, NY 10038 (the “Warrant Agent
”).


 


WHEREAS, the Company
is engaged in a public offering (the “Offering”) of units (the “Units”) with each unit consisting
of two common voting shares, par value $0.001 per share (the “Common Stock”), and one warrant (the “Warrants”),
with each such Warrant evidencing the right of the holder thereof to purchase one share of Common Stock, for $[___], subject to
adjustment as described herein;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1
(File No. 333-173934; as the same may be amended from time to time, the “Registration Statement ”) for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities,
the Units, the Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”);
and such Registration Statement was declared effective by the Commission on _______;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights and immunities of the Company, the Warrant Agent, and the holders of the Warrants (each,
a “Holder”); and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid and legally binding obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, President,
Acting Chief Financial Officer, Chief Financial Officer, Chief Operating Officer or Secretary of the Company, and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall
have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, such Warrant may be
issued with the same effect as if he or she had not ceased to be in such capacity at the date of issuance. All of the Warrants
shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


2.2 Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and
may not be exercised by a Holder.


 


2.3 Registration.


 


2.3.1 Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”), for the registration of the original issuance and
the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective Holders in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. To the extent the Warrants are “DTC Eligible” as of the Issuance Date,
all of the Warrants shall be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company
(the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository. Ownership
of beneficial interests in the Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected
through, records maintained (i) by the Depository or its nominee for each Book-Entry Warrant Certificate; (ii) by institutions
that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”);
or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that
represent such direct registration.


 



    	 



    	 



    

 


If the Warrants are
not “DTC Eligible” as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement
system available for the Warrants, the Company may instruct the Warrant Agent to make other arrangements for book-entry settlement
within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the
Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are
not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and
the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing
such Warrants. Such definitive Warrant Certificates shall be in substantially the form attached hereto as Exhibit A.


 


As used herein, the
term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law or executive order to remain closed.


 


2.3.2 Beneficial
Owner; Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered
holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent) for the purpose
of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant
Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner”
thereof; provided , that all such beneficial interests shall be held through a Participant which shall be the registered
holder of such Warrants. As used herein, the term “Holder” refers only to a registered holder of the Warrants.


 


2.4
Detachability of Warrants. The Units will not be separable into the underlying Common Stock and Warrants until the earlier
of (i) the exercise in full of the over-allotment option granted to the underwriters in connection with the Offering (the
“Underwriters”) and (ii) forty-five (45) calendar days from the date of the final prospectus supplement
in connection with the Offering (the “Initial Separation Date”).  Following
the Initial Separation Date, the Units will be separable only upon the request of a Holder.


 


2.5 Uncertificated
Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated
form.


 


3. Terms and Exercise
of Warrants.


 


3.1 Exercise Price.
Each Warrant shall, when countersigned by the Warrant Agent, entitle the Holder, subject to the provisions of such Warrant and
of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at a price of $[___] per whole
share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as
used in this Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised.


 


3.2 Duration of
Warrants. The Warrants may be exercised only after the separation of the Units, as described above in Section 2.4. Following
the separation of a Unit, the underlying Warrant may be exercised at any time during the period (the “Exercise Period”)
beginning on the date of such separation and terminating at ___ (time), New York City time, on ___________ (the “ Expiration
Date ”). Each Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date.


 



    	 



    	 



    

 


3.3 Exercise of
Warrants.


 


3.3.1 Exercise and
Payment. A Holder may exercise a Warrant in whole, but not in part, by delivering, not later than _____ (time), New York City
time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate
trust department (i) the Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Book-Entry Warrant
Certificate, the Warrants to be exercised shown on the records of the Depository (the “Book-Entry Warrants”)
to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository
from time to time; (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election
to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case
of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures;
and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified
or official bank check or a bank wire transfer in immediately available funds, in each case payable to the order of the Company.


 


If any of: (a) the
Warrant Certificate or the Book-Entry Warrants; (b) the Election to Purchase; or (c) the Exercise Price therefor, is
received by the Warrant Agent after ____ (time), New York City time, on the specified Exercise Date, the Warrants shall be deemed
to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date
is not a Business Day, the Warrants shall be deemed to be received and exercised on the next succeeding day that is a Business
Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof shall be null and void
and any funds delivered to the Warrant Agent shall be returned to the Holder. In no event will interest accrue on funds deposited
with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants shall
be determined by the Company, in its sole discretion, and such determination shall be final and binding upon the Holder and the
Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any
exercise of any Warrants.


 


The Warrant Agent
promptly shall provide to the Company all certified or official bank checks received by it in payment of the Exercise Price and
shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of such
amounts. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


3.3.2 Issuance of
Certificates. The Warrant Agent shall, by _____ (time), New York City time, on the Business Day following the Exercise Date
of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable
upon such exercise in accordance with the terms and conditions of this Agreement; (b) the instructions of each Holder with
respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as
appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise; (c) in case of a Book-Entry Warrant
Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant
Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise; and
(d) such other information as the Company or such transfer agent and registrar shall reasonably require.


 


The Company shall,
by ____ (time), New York City time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance
of the funds in payment of the aggregate Exercise Price, execute, issue, and deliver to the Warrant Agent, the Warrant Shares to
which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. Upon
receipt of such Warrant Shares, the Warrant Agent shall, by ___ (time), New York City time, on the third Business Day next succeeding
such Exercise Date, transmit such Warrant Shares to, or upon the order of, such Holder.


 


In lieu of delivering
physical certificates representing the Warrant Shares issuable upon exercise of any Warrants (provided the Company’s
transfer agent is participating in the Depository’s Fast Automated Securities Transfer program), the Company shall use its
commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise
to the Depository by crediting the account of the Depository or of the Participant, as the case may be, through its Deposit Withdrawal
Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic
transmittals described herein.


 


3.3.3 Valid Issuance.
All shares of Common Stock issued upon the proper exercise of any Warrants in conformity with this Agreement shall be duly authorized,
validly issued, fully paid and nonassessable.


 


3.3.4 No Fractional
Exercise. Warrants may be exercised only into whole numbers of Warrant Shares. No fractional Warrant Shares shall be issued
upon the exercise of a Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.
If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of
unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent, as provided in Section 2
of this Agreement, and delivered to the Holder at the address specified on the books of the Warrant Agent or as otherwise specified
by such Holder. If fewer than all of the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall
be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as
appropriate, evidencing the balance of the Warrants remaining after such exercise.


 



    	 



    	 



    

 


3.3.5 No Transfer
Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection
with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer
is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have
been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.


 


3.3.6 Date of Issuance.
Each person in whose name any such certificate for shares of Common Stock is issued shall, for all purposes, be deemed to have
become the holder of record of such shares on the date on which the applicable Warrant was surrendered and payment of the Exercise
Price was made, irrespective of the date of delivery of any such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record
of such shares at the close of business on the next succeeding date on which such stock transfer books are open.


 


3.3.7 Cashless Exercise
Under Certain Circumstances.


 


(i) The Company promptly
shall provide to the Holder written notice of any time that the Company is unable to issue the Warrant Shares via Depository-transfer
or otherwise (without any restrictive legend), because (a) the Commission has issued a stop order with respect to the Registration
Statement; (b) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently; (c) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently; or (d) otherwise (each a “Restrictive Legend Event”). To the extent that a
Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants, but prior
to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business
Days of receipt of notice of the Restrictive Legend Event, either (y) rescind the previously submitted Election to Purchase,
in which case the Company shall return all consideration paid by the Holder for such shares upon such rescission, or (z) treat
the attempted exercise as a cashless exercise as described in the immediately following paragraph and refund the cash portion of
the Exercise Price to the Holder.


 


(ii) If a Restrictive
Legend Event has occurred and no exemption from the registration requirements of the Securities Act is available, the Warrants
shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required
to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) × (C)] by (A), where:


 


		(A) =	the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise
the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;



 


		(B) =	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and
	 	 	 



		(C) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance
with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 


Upon receipt of an
Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the
Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of
Warrant Shares issuable in connection with such cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on NYSE Amex, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New
York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m., New York City time, to 4:02 p.m., New York City time); (b) the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on the Over-the-Counter Bulletin Board;
(c) if the Common Stock is not then listed or quoted for trading on the Over-the-Counter Bulletin Board and if prices for
the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or
agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or
(d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 



    	 



    	 



    

 


3.3.8 Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the applicable Holders the number of Warrant Shares that are not disputed.


 


4. Adjustments.


 


4.1 Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced
and the number of Warrant Shares shall be proportionately increased. If the Company at any time after the Issuance Date combines
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Shares shall be proportionately decreased. Any adjustment under this Section 4.1 shall
become effective at the close of business on the date the subdivision or combination becomes effective. The Company shall promptly
notify the Warrant Agent of any such adjustment and give specific instructions to the Warrant Agent with respect to any adjustments
to the Warrant Register.


 


4.2 Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to all
holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those referred
to in Section 4.1 or other dividends paid out of retained earnings), then, in each such case, the Exercise Price shall be
adjusted by multiplying (i) the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by (ii) a fraction of which (a) the denominator shall be the VWAP determined as
of the record date mentioned above, and (b) numerator shall be such VWAP on such record date less the then per share fair
market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding
share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described
in a statement provided to each Holder of the portion of assets or evidences of indebtedness so distributed or such subscription
rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.


 


4.3 Reclassification,
Consolidation, Purchase, Combination, Sale, or Conveyance. If, at any time while the Warrants are outstanding, (i) the
Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or
into another person; (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance
or other disposition of all or substantially all of its assets in one or a series of related transactions; (iii) any, direct
or indirect, purchase offer, tender offer, or exchange offer (whether by the Company or another person) is completed pursuant to
which holders of Common Stock are permitted to sell, tender, or exchange their shares for other securities, cash, or property and
has been accepted by the holders of 50% or more of the outstanding Common Stock; (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization 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; or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or
affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each
a “ Fundamental Transaction ”), then, upon any subsequent exercise of a Warrant, each Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of
such Fundamental Transaction, the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration
”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each
Warrant is exercisable immediately prior to such Fundamental Transaction. 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 that such Holder
receives upon any exercise of each Warrant following such Fundamental Transaction. The Company shall cause any successor entity
in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”), and for which
stockholders received any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company
under this Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon
the written request of such Holder, deliver to such Holder, in exchange for the applicable Warrants created by this Agreement,
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants
which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if
any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise
price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but
taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of
such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Agreement and the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Agreement and the Warrants with the same effect as if such Successor Entity had been named
as the Company herein and therein.


 



    	 



    	 



    

 


The Company shall
instruct the Warrant Agent to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any
such amendment, supplement to this Agreement and/or the Warrants, or other agreement. Any such amendment, supplement or other agreement
entered into by the Successor Entity shall provide for adjustments, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4. The Warrant Agent shall be under no responsibility to determine the correctness
of any provisions contained in such amendment, supplement or other agreement relating either to the kind or amount of securities
or other property receivable upon exercise of the Warrants or with respect to the method employed and provided therein for any
adjustments, and shall be entitled to rely upon the provisions contained in any such amendment, supplement or other agreement.
The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers,
sales, and conveyances of the kind described above.


 


4.4 Other Events.
If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2, or 4.3 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights
with equity features to all holders of Common Stock for no consideration), then the Company’s Board of Directors shall in
good faith make an adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of each Holder.


 


4.5 Notices of
Changes in Warrant. Upon every adjustment of the Price or the number of Warrant Shares, the Company shall give written notice
thereof to the Warrant Agent, which notice shall (i) state the Exercise Price resulting from such adjustment; (ii) state
the increase or decrease, if any, in the number of Warrant Shares purchasable upon the exercise of a Warrant; and (iii) set
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2 or 4.3 then, in any such event, the Company shall give written notice to each Holder,
at the last address set forth for such Holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional
Shares. If, by reason of any adjustment made pursuant to this Section 4, a Holder would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole
number the number of the shares of Common Stock to be issued to such Holder.


 


4.7 Form of Warrant.
The form of Warrant attached hereto as Exhibit A need not be changed because of any adjustment pursuant to this Section 4,
and any Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the
Warrants initially issued pursuant to this Agreement. However, the Company may at any time, in its sole discretion, make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 



    	 



    	 



    

 


5. Transfer and
Exchange of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer
reasonably acceptable to the Warrant Agent, duly executed by the Holder thereof, or by a duly authorized attorney, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however , that except as otherwise provided herein or in any
Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository,
to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further,
however , that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not
cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the
name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in
the aggregate a like number of unexercised Warrants.


 


5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a Warrant Certificate for a fraction of a Warrant.


 


5.4 Service Charges.
A service charge shall be made for any exchange or registration of transfer of Warrants, as negotiated between the Company and
the Warrant Agent.


 


5.5 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6. Limitations
on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the
right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after
exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined
in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s
Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common
Stock issuable upon exercise of a Warrant with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially
owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934 (the
“Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by each Holder
that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in
relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall
be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s
determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates)
and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify
or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In
addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (a) the Company’s most recent Form 10-Q or Form 10-K filed with the Commission, as the case may be, (b) a more
recent public announcement by the Company or (c) a more recent written notice by the Company or the Company’s transfer
agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection
(or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to any successor Holder.


 



    	 



    	 



    

 


7. Other Provisions
Relating to Rights of Holders.


 


7.1 No Rights as
Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as an owner of a Warrant, shall
not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Agreement be construed to confer upon a Holder, solely in its capacity as the owner of a Warrant, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then
entitled to receive upon the due exercise of a Warrant. For the avoidance of doubt, ownership of a Warrant does not entitle the
Holder or any beneficial owner thereof to any other rights of a holder of shares of Common Stock.


 


7.2 Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may, on such terms as to indemnity (including obtaining an open penalty bond protecting the Warrant Agent) or otherwise as they
may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant
shall be at any time enforceable by anyone.


 


7.3 Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


8. Concerning the
Warrant Agent and Other Matters.


 


8.1 Concerning
the Warrant Agent. The Warrant Agent:


 


(i) shall have no
duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied;


 


(ii) may rely on
and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile
transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have
been made or signed by the proper party or parties;


 


(iii) may rely on,
and shall be held harmless by the Company in acting upon, written or oral instructions or statements from the Company with respect
to any matter relating to its acting as the Warrant Agent;


 


(iv) may consult
with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the
advice or opinion of such counsel in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance
with such advice or opinion of such counsel;


 


(v) solely shall
make the final determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed,
and the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Warrant
Agent hereunder in good faith and in accordance with such determination;


 


(vi) shall not be
obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability
unless it shall have been furnished with an indemnity satisfactory to it; and


 


(vii) shall not be
liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration
Statement or this Agreement, including, without limitation, obligations under applicable regulation or law.


 


8.2 Payment of Taxes.
The Company shall, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such Warrant Shares. The Warrant Agent shall not register any transfer,
or issue or deliver any Warrant Certificate(s) or Warrant Shares, unless or until the persons requesting such registration or issuance
shall have paid to the Warrant Agent, for the account of the Company, the amount of such tax, if any, or shall have established
to the reasonable satisfaction of the Company that such tax, if any, has been paid.


 



    	 



    	 



    

 


8.3 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.3.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) calendar days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) calendar days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the Holder (who shall, with such notice, submit such Holder’s Warrants for inspection by the Company), then such Holder
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent,
the expenses of which shall be paid by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent),
whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of
New York, in good standing and having its principal office in the Borough of Manhattan, City of New York and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as the Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.3.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.3.3 Merger or Consolidation
of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


 


8.4 Fees and Expenses
of Warrant Agent.


 


8.4.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between the Company and the
Warrant Agent for its services as the Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder. One half of the total Warrant Agent fees
(not including postage) must be paid upon execution of this Agreement. The remaining half must be paid within fifteen (15) Business
Days thereafter. An invoice for any out-of-pocket and/or per item fees incurred will be rendered to and payable by the Company
within fifteen (15) days of the date of said invoice. It is understood and agreed that all services to be performed by the
Warrant Agent shall cease if full payment for its services has not been received in accordance with the above schedule, and said
services will not commence thereafter until all payment due has been received by the Warrant Agent.


 


8.4.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.5 Liability of
Warrant Agent.


 


8.5.1 Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President, Chief Executive Officer, Acting Chief Financial Officer, Chief Financial
Officer or Chief Operating Officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.5.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages,
costs, and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 



    	 



    	 



    

 


8.5.3 Limitation
of Liability. The Warrant Agent’s aggregate liability, if any, during the term of this Agreement with respect to, arising
from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the
Company to the Warrant Agent as fees and charges (not including reimbursable expenses).


 


8.5.4 Disputes.
In the event any question or dispute arises with respect to the proper interpretation of this Agreement or the Warrant Agent’s
duties hereunder or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be
held liable or responsible for refusing to act until the question or dispute has been judicially settled (and the Warrant Agent
may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such
purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter which
is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to the Warrant Agent
and executed by the Company and each other interested party. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all of the Holders of the Warrants and all other parties
that may have an interest in the settlement.


 


8.5.5 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature hereof and thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued pursuant to this
Agreement or any Warrant or as to whether any Warrant Shares will, when issued, be duly authorized, validly issued, fully paid
and nonassessable.


 


8.6 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth, and, among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Warrant
Shares through the exercise of Warrants.


 


9. Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement, or demand authorized by this Agreement to be given or made by the Warrant Agent or by a Holder to or on
the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) calendar days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


CNS Response, Inc.


85 Enterprise, Suite 410


Aliso Viejo, CA 92656


Telephone: (949) 420-4400


Attn: George Carpenter, Chief Executive Officer &
Director


 


Any notice, statement,
or demand authorized by this Agreement to be given or made by a Holder or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) calendar
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


American Stock Transfer & Trust Company


59 Maiden Lane


New York, NY


Telephone: (718) 921-8201


Attn: ___________________________


 



    	 



    	 



    

 


with a copy in each case to:


________________________________ (Warrant Agent’s
counsel)


________________________________


Telephone: ______________________


Facsimile: _______________________


Attn: ___________________________


 


and:


Aegis Capital Corp.


810 Seventh Avenue, 11th Fl.


New York, New York 10019


Telephone: (212) 813-1010


Facsimile: (212) 813-1047


Attn: Compliance Department


 


and:


Gersten Savage LLP


600 Lexington Avenue, 9th Floor


New York, New York 10022


Telephone: (212) 752-9700


Facsimile: (212) 980-5192


Attn: David Danovitch, Esq.


 


9.3 Applicable
law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding, or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding, or claim.


 


9.4 Persons Having
Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the Holders of the Warrants and, for purposes of Sections 3.3, 9.3, and 9.8, the Underwriters, any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriters
shall be deemed to be an express third-party beneficiary of this Agreement with respect to Sections 3.3, 9.3, and 9.8 hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit
of the parties hereto (and the Underwriters with respect to the Sections 3.3, 9.3, and 9.8 hereof) and their successors and assigns
and of the Holders.


 


9.5 Examination
of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the City of New York, State of New York, for inspection by any Holder. The Warrant Agent may require any such Holder to submit
his Warrant for inspection by it.


 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings.
The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Holder for the purpose of curing any ambiguity,
or of curing, correcting, or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Holders. All other modifications or amendments, including any amendment to
increase the Exercise Price or shorten the Exercise Period, shall require the written consent of the Underwriters and the Holders
of a majority of the then outstanding Warrants.


 



    	 



    	 



    

 


9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is also valid and enforceable.


 


9.10 Force Majeure.
In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes,
failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond its control, or any other
cause that is reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party
or parties are able to perform substantially that party’s duties.


 


9.11 Consequential
Damages. Notwithstanding anything in this Agreement to the contrary, neither party to this Agreement shall be liable to the
other party for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any consequential,
indirect, punitive, special, or incidental damages arising out of any act or failure to act hereunder, even if that party has been
advised of or has foreseen the possibility of such damages.


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	CNS RESPONSE, INC.
	 	 
	By:	 	 


 


	Name:	 	 
	Title:	 	 
	 
	AMERICAN STOCK TRANSFER & TRUST COMPANY


 


	By	 	



 


	Name:	 	 
	Title:	 	 


 



    	 



    	 



    

 





 






 


EXHIBIT A


 


[FORM OF WARRANT CERTIFICATE]


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT


AGENT AS PROVIDED HEREIN


 


Warrant Certificate Evidencing Warrants
to Purchase


 


Common Voting Shares, par value of $0.001
per share, as described herein, of


 


CNS RESPONSE, INC.


 


	 	 	 
	No. [—]	 	CUSIP [_________]


 


VOID AFTER ___ (time), NEW YORK CITY TIME,


ON ____________


 


This certifies that
                    or registered
assigns is the registered holder (the “Holder”) of                    warrants
to purchase certain securities (each a “Warrant”). Each Warrant entitles the Holder, subject to the provisions
contained herein and in the Warrant Agreement (as defined below), to purchase from CNS Response Inc., a Delaware corporation (the
“ Company ”),                 
shares (collectively, the “Warrant Shares”) of common voting shares, par value $0.001 per share, of the Company
(the “Common Stock”), at the Exercise Price set forth below. The price per share at which each Warrant Share
may be purchased at the time each Warrant is exercised (the “Exercise Price”) is $___ initially, subject to
adjustments as set forth in the Warrant Agreement.


 


This Warrant Certificate
is issued under and in accordance with the Warrant Agreement, dated as of May ____, 2012 (the “Warrant Agreement”),
between the Company and the Warrant Agent, and is subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the Holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this
Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the below-mentioned
office of the Warrant Agent and at the office of the Company at 85 Enterprise, Suite 410, Aliso Viejo, CA 92656. Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the Warrant Agreement.


 


Subject to the terms
of the Warrant Agreement, each Warrant evidenced hereby may be exercised only after the separation of the Units, as set forth in
Section 2.4 of the Warrant Agreement. Following the separation of the Units, the underlying Warrants of which are represented
by this Warrant Certificate, the Holder may exercise such Warrants, at any time during the period (the “Exercise Period”)
beginning on the date of such separation and terminating at _____, New York City time, on _______ (the “Expiration Date”),
by delivering, not later than ______, New York City time, on any Business Day during the Exercise Period (the “Exercise
Date”) to ____________ (the “Warrant Agent”, which term includes any successor warrant agent under
the Warrant Agreement described below) at its corporate trust department at ___________________, (i) this Warrant Certificate
or, in the case of a Book-Entry Warrant Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the “Book-Entry
Warrants”) as shown on the records of The Depository Trust Company (the “Depository”) to an account
of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository; (ii) an
election to purchase (“Election to Purchase”), properly executed by the Holder hereof on the reverse of this
Warrant Certificate or properly executed by the institution in whose account the Warrant is recorded on the records of the Depository
(the “Participant”), and substantially in the form included on the reverse of this Warrant Certificate; and
(iii) unless cashless exercise is permitted under the Warrant Agreement, certified or official bank check or a bank wire transfer
in immediately available funds, in each case payable to the order of the Company. Each Warrant represented by this Warrant Certificate
not exercised on or before the Expiration Date shall become null and void, and all rights of the Holder of this Warrant Certificate
shall cease at the close of business on the Expiration Date.


 


As used herein, the
term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the
City of New York are authorized or required by law or executive order to remain closed.


 



    	 



    	 



    

 


Warrants may be exercised
only in whole numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather
the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced
by this Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be
executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of the Warrant Agreement, and delivered
to the Holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified
by such Holder.


 


The Company shall
provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer
or otherwise (without restrictive legend), because (a) the Commission has issued a stop order with respect to the Registration
Statement; (b) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently; (c) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently; or (d) otherwise (each a “Restrictive Legend Event”). To the extent that a
Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior
to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business
Days of receipt of notice of the Restrictive Legend Event, either (a) rescind the previously submitted Election to Purchase
and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (b) treat the attempted
exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the exercise price to the Holder.


 


If a Restrictive Legend
Event has occurred and no exemption from the registration requirements of the Securities Act is available, the Warrants shall only
be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make
any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,”
the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) × (C)] by (A), where:


 


		(A) =	the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of
a “cashless exercise,” as set forth in the applicable Election to Purchase;



 


		(B) =	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and



 


		(C) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.



 


Upon receipt of an
Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the
Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of
Warrant Shares issuable in connection with such cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on NYSE Amex, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market or the New
York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m., New York City time, to 4:02 p.m., New York City time); (b) the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on the Over-the-Counter Bulletin Board;
(c) if the Common Stock is not then listed or quoted for trading on the Over-the-Counter Bulletin Board and if prices for
the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or
agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or
(d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


The Exercise Price
and the number of Warrant Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as provided pursuant
to Section 4 of the Warrant Agreement.


 


Upon due presentment
for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant Agent, the Company
shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 5 of the Warrant Agreement, in
the name of the designated transferee, one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate
a like number of unexercised Warrants, subject to the limitations provided in the Warrant Agreement.


 



    	 



    	 



    

 


Neither this Warrant
Certificate nor the Warrants evidenced hereby entitles the Holder to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or
any other matter.


 


The Warrant Agreement
and this Warrant Certificate may be amended as provided in the Warrant Agreement including, under certain circumstances described
therein, without the consent of the Holder of this Warrant Certificate or the Warrants evidenced thereby.


 


THIS WARRANT CERTIFICATE AND ALL RIGHTS
HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.


 


This Warrant Certificate
shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated as of May _____, 2012


 


	CNS RESPONSE, INC.
	 	 
	By:	 	 
	 	 	Name:
	 	 	Title:


 


	AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	By:	 	 
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    




 





 



 


[REVERSE]


 


Instructions for Exercise of Warrant


 


To exercise the Warrants
evidenced hereby, the Holder must, by _______, New York City time, on the specified Exercise Date, deliver to the Warrant Agent
at its stock transfer division, a certified or official bank check or a bank wire transfer in immediately available funds, in each
case payable to the Company, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Holder
must provide the information required below and deliver this Warrant Certificate to the Warrant Agent at the address set forth
below and the Book-Entry Warrants to the Warrant Agent in its account with the Depository designated for such purpose. The Warrant
Certificate and this Election to Purchase must be received by the Warrant Agent by 5:00 p.m., New York City time, on the specified
Exercise Date.


 


ELECTION TO PURCHASE


TO BE EXECUTED IF WARRANT HOLDER DESIRES


TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby irrevocably elects
to exercise, on             (the “Exercise Date”),
            Warrants, evidenced by this Warrant Certificate, to purchase
            shares (the “Warrant Shares”) of common
voting shares, par value of $0.001 per share (the “ Common Stock ”) of CNS Response, Inc., a Delaware corporation
(the “Company”), and represents that on or before the Exercise Date:


 


 ̈
such Holder has tendered payment for such Warrant Shares by certified or official bank check payable to the order of the Company
c/o ______________, __________________________, or by bank wire transfer in immediately available funds payable to the Company
at Account No.         , in each case in the amount of $        in
accordance with the terms hereof, or


 


 ̈
[if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
3.3.7 of the Warrant Agreement, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant
to the cashless exercise procedure set forth in subsection 3.3.7.


 


The undersigned requests that said number
of Warrant Shares be in fully registered form, registered in such names and delivered, all as specified in accordance with the
instructions set forth below.


 


If said number of Warrant Shares is less
than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing the remaining
balance of the Warrants evidenced hereby be issued and delivered to the Holder of the Warrant Certificate, unless otherwise specified
in the instructions below.


 


Dated:                     ,
        


 


	Name	 	 
	 	 	(Please Print)	 	 


 


	            -             -                    	 	 
	(Insert Social Security or Other Identifying Number of Holder)	 	 
	 	 	 
	Address	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 
	Signature	 	 	 	 


 


This Warrant may only be exercised by presentation to the Warrant
Agent at one of the following locations:


 



    	 



    	 



    

 





	By hand at:	American Stock Transfer & Trust Company
	 	 
	 	59 Maiden Lane
	 	 
	 	New York, NY 10038
	 	 
	By mail at:	American Stock Transfer & Trust Company
	 	 
	 	59 Maiden Lane
	 	 
	 	New York, NY 10038




 





The method of delivery of this Warrant Certificate is at the
option and risk of the exercising Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually
received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to insure timely delivery.


 


(Instructions as to form and delivery of Warrant Shares and/or
Warrant Certificates)


 


	Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate:	 	 
	 	 	 


 


Address to which Warrant Shares are to be mailed if other than
to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:


	 
	 
	(Street Address)
	 
	 
	(City and State) (Zip Code)


 


Name in which Warrant Certificate evidencing unexercised Warrants,
if any, is to be registered if other than in the name of the Holder of this Warrant Certificate:


	 
	 
	 


 


	Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this
	Warrant Certificate as shown on the books of the Warrant Agent:	 	 


 



    	 



    	 



    

 


	 
	(Street Address)
	 
	 
	(City and State) (Zip Code)
	 
	 
	Dated:
	 
	 
	Signature


 


Signature must conform in all respects to the name of the
Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised
Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address
of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution
(as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).


 


	SIGNATURE GUARANTEE
	 	 
	Name of Firm	 	



 





	Address	 	 


 


	Area Code & Number	 	 


 


	Authorized Signature	 	 


 


	Name	 	 


 


	Title	 	 
	Dated:                     , 201    





 



    	 



    	 



    

 


ASSIGNMENT


 


(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT
HOLDER


DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)











 


	FOR VALUE RECEIVED,	 	 
	(Please print name and address including zip code of assignee)
	 
	HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO
	 
	 
	(Please insert social security or including zip code of assignee)


 

















the rights represented by the within Warrant Certificate and
does hereby irrevocably constitute and appoint Attorney to transfer said Warrant Certificate on the books of the Warrant Agent
with full power of substitution in the premises.


 


	Dated:	 	 





 


	 
	Signature


 


(Signature must conform in all respects to the name of the Holder
as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as
that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).


 


	SIGNATURE GUARANTEE
	 	 
	Name of Firm	 	 


 


	Address	 	 


 


	Area Code & Number	 	



 


	Authorized Signature	 	 


 


	Name	 	 


 


	Title	 	 
	Dated:                     , 201