FORM OF REPRESENTATIVE’S WARRANT


 


THE REGISTERED HOLDER
OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR
A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR
AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


CNS RESPONSE, INC.


 


WARRANT TO PURCHASE


 


__________ SHARES


 


OF COMMON STOCK


 


(SUBJECT TO ADJUSTMENT)


 


 


THIS WARRANT IS NOT
EXERCISABLE PRIOR TO ________________ 2013 [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME,
___________________ 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS].


 


1.Warrant.
THIS CERTIFIES THAT, in consideration of services provided by or on behalf of Aegis Capital Corp. (“Holder”),
as registered owner of this Warrant, CNS Response, Inc. (the “Company”), Holder is entitled, at any time or
from time to time from ________________ 2013 [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS] (the “Commencement Date”),
and at or before 5:00p.m., Eastern time, ___________________ 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS] (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 125,000 shares of common stock of the Company,
par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees
not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $___ per Share (125% of the price
of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial
exercise price or the adjusted exercise price, depending on the context.



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2.Exercise.


 


2.1Exercise
Form. In order to exercise this Warrant, the exercise form attached hereto as Exhibit A must be duly executed
and completed and delivered to the Company, together with this Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or
official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby
shall cease and expire.


 


2.2Cashless
Exercise.  In lieu of exercising this Warrant by payment of cash or check payable to the order of the Company pursuant
to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Warrant (or the portion thereof
being exercised), by surrender of this Warrant to the Company, together with the exercise form attached hereto, in which event
the issue to Holder, Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 
	Where,	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.
	 	 	 	 	 	 
	 	 	 	 	 	 


(a)           
For purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


(i)if the Company’s
common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange prior to the
exercise form being submitted in connection with the exercise of the Warrant; or


 


(ii)if
the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid prior to
the exercise form being submitted in connection with the exercise of the Warrant; if there is no active public market, the value
shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


2.3 Legend.
Each certificate for the securities purchased under this Warrant shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended (the “Act”):


 


“THE SHARES OF COMMON STOCK REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE
STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL: (a) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO; OR (b) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION
UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.”



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3.Transfer.


 


3.1General Restrictions.
The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer,
assign, pledge or hypothecate this Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone
other than: (i) Aegis Capital Corp. (“Aegis”) or an underwriter or a selected dealer participating in the Offering,
or (ii) a bona fide officer or partner of Aegis or of any such underwriter or selected dealer, in each case in accordance with
FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or the securities issuable hereunder to be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or the
securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective Date, transfers
to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed
and completed, together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company
shall within five (5) Business Days transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant
or Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2 Restrictions
Imposed by the Act. The securities evidenced by this Warrant shall not be transferred unless and until: (i) the Company has
received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company (the Company hereby agreeing that the opinion of Gersten Savage LLP shall be deemed satisfactory evidence of the availability
of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the
offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been established.


 


4.Registration Rights.


 


4.1Demand Registration.


 


4.1.1Grant of
Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or
the underlying Shares (“Majority Holders”), agrees to register, on one occasion, and prior to ___________________ 2017
[DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS] all or any portion of the Shares underlying the Warrants (collectively, the
“Registrable Securities”). On such occasion, the Company will file a registration statement with the SEC covering
the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have
the registration statement declared effective promptly thereafter, subject to compliance with review by the SEC; provided,
however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement
with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the
Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement
relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement
has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any
time during a period of four (4) years beginning one (1) year after the Closing Date. The Company covenants and agrees to give
written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the
Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.



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4.1.2 Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts
to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such
States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required
to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register
or license to do business in such State or submit to general service of process in such State, or (ii) the principal shareholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration
statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve (12)
consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first
given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell
the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if
the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.


 


4.2“Piggy-Back”
Registration.


 


4.2.1Grant of
Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for
a period of four (4) years commencing one (1) year after the Closing Date, to include the Registrable Securities as part of any
other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 (a)
promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in
connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall,
in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the Registration
Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate
public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of
the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion
to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company
shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which
are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with
the Registrable Securities.



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4.2.2 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to
the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of
the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written. notice, within
ten (10) days of the receipt of the Company's notice of its intention to file a registration statement.


 


4.3General Terms.


 


4.3.1Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriters contained in Section 7.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of April
___, 2012. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including
all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by
or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to
which the Underwriters have agreed to indemnify the Company.


 


4.3.2 Exercise
of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior
to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3 Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each
underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of
counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered
public accounting firm which has issued a report on the Company's financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein)
and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in accountants' letters delivered to underwriters in underwritten
public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting
the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between
the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect
to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice,
with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply
with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent
and at such reasonable times as any such Holder shall reasonably request.



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4.3.4 Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder
and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other
terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to
any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that
any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be
made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters except as they may relate to such Holders, their Shares and their intended methods
of distribution.


 


4.3.5 Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.3.6 Damages.
Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to
the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the
necessity of posting bond or other security.


 


5.New Warrants to be Issued.


 


5.1Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with
the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this
Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as
to which this Warrant has not been exercised or assigned.


 


5.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and of
reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Warrant of like tenor
and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute
a substitute contractual obligation on the part of the Company.



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6.Adjustments.


 


6.1Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Warrant shall be subject
to adjustment from time to time as hereinafter set forth:


6.1.1Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and
the Exercise Price shall be proportionately increased.


 


6.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares.


 


6.1.3 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder
of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon
the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share
reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Shares of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification
also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1,
6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4 Changes
in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section 6.1, and Warrants
issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Warrants initially
issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrants reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2 Substitute
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into,
another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall
execute and deliver to the Holder a supplemental Warrant providing that the holder of each Warrant then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation,
by a holder of the number of Shares of the Company for which such Warrant might have been exercised immediately prior to such consolidation,
share reconstruction or amalgamation, sale or transfer. Such supplemental Warrant shall provide for adjustments which shall be
identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive
consolidations or share reconstructions or amalgamations.



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6.3 Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the
Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole
number of Shares or other securities, properties or rights.


 


7. Reservation and Listing.
The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon
exercise of the Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise
thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, in accordance
with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid
and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon
exercise of the Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long
as the Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon
exercise of the Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable,
on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be
listed and/or quoted.


 


8.Certain Notice Requirements.


 


8.1Holder's
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders
entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of
the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each
notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the
shareholders.


 


8.2 Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale
of all or substantially all of its property, assets and business shall be proposed.



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8.3 Notice of
Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company's
Chief Financial Officer.


 


8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed
to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder
of the Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address
or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Aegis Capital Corp.

810 Seventh Avenue, 11th Floor

New York, New York 10019

Attn: Mr. David Bocchi, Managing Director of


Investment Banking


Fax No.: (212) 813-1047


Copy to:


 


Gersten Savage LLP


600 Lexington Ave.


New York, NY 10022


Attention: David Danovitch Esq.


Fax No: (212) 980-5192


If to the Company:


CNS Response, Inc.,

85 Enterprise, Suite 410

Aliso Viejo, CA 9265

Attention: Chief Executive Officer and Chief Financial Officer

Fax No.: (866) 294-2611


Copy to:


 


SNR Denton, LLP


Two World Financial Center


New York, New York 10281,


Attention: Jeffrey Baumel, Esq.

Fax No.: (212) 202-7735






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9.Miscellaneous.


 


9.1Amendments.
The Company and Aegis may from time to time supplement or amend this Warrant without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Aegis
may deem necessary or desirable and that the Company and Aegis deem shall not adversely affect the interest of the Holders. All
other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.


 


9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Warrant.


 


9.3. Entire
Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding
Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.


 


9.5 Governing
Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the New
York Supreme Court, County of New York, or in 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 inconvenient forum. Any 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 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon
the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action
or proceeding and/or incurred in connection with the preparation therefor.


 


9.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.



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9.7 Execution
in Counterparts. This Warrant may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


 


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left blank]



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IN WITNESS WHEREOF, the Company has caused
this Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2011.


 


 


	 	CNS Response, Inc.
	 	 	 
	 	 	 
	 	By:	_________________________________
	 	 	Name:
	 	 	Title:


 






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EXHIBIT A

NOTICE OF EXCERCISE


 


 


 


Date: __________, 20___


 


 


 


The undersigned
hereby elects irrevocably to exercise the Warrant for ______ Shares of CNS Response, Inc. and hereby makes payment of $____ (at
the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Warrant
is exercised in accordance with the instructions given below and, if applicable, a new Warrant representing the number of Shares
for which this Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares under the Warrant for ______ Shares, as determined in accordance
with the following formula: 





 


	 	 	 	     Y(A-B)
	 	X	=	          A
	 	 	 	 
	 	 	 	 
	       Where,	  X	=	The number of Shares to be issued to Holder;
	 	  Y	=	The number of Shares for which the Warrant is being exercised;
	 	  A	=	The fair market value of one Share which is equal to $_____; and
	 	  B	=	The Exercise Price which is equal to $______ per share







 





The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Warrant is exercised in accordance with the instructions given below and, if applicable, a new Warrant
representing the number of Shares for which this Warrant has not been converted.


 


 


[____________]


 


By:_____________________


Name:


Title:


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Warrant without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on
a registered national securities exchange.


 



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EXHIBIT B

FORM OF ASSIGNMENT


 


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase shares of CNS Response, Inc. (the “Company”)
evidenced by the Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


 


	Name of Assignee	Address	Number of Shares


 


 


 


 


and does hereby irrevocably constitute
and appoint __________________________ Attorney to make such transfer on the books of CNS Response, Inc., maintained for this purpose,
with full power of substitution in the premises.


 


	Dated:		 	 	 
	 	 	 	 	 
	 	 	 		
	 	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 		
	 	 	 	(Witness)


 


 


The undersigned Assignee
of the Warrant hereby makes to CNS Response, Inc., as of the date hereof, with respect to the Assignee, all of the representations
and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant.


 


 


	Dated: 		 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 		
	 	 	 	(Signature)	 


 


 


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the within Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 



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