Back to top

CNS RESPONSE, INC. WARRANT ("WARRANT") TO PURCHASE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE

Warrant Agreement

CNS RESPONSE, INC.

                     WARRANT ( You are currently viewing:
This Warrant Agreement involves

CNS RESPONSE, INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: CNS RESPONSE, INC. WARRANT ("WARRANT") TO PURCHASE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE
Governing Law: Delaware     Date: 3/13/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

50 of the Top 250 law firms use our Products every day

                                                                     EXHIBIT 4.1


                                 FORM OF WARRANT

THIS WARRANT AND THE SECURITIES   ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED   UNDER THE   SECURITIES   ACT OF 1933,   AS AMENDED (THE "ACT"),   OR ANY
STATE   SECURITIES   LAWS,   AND   MAY   NOT   BE   SOLD,    TRANSFERRED,    ASSIGNED   OR
HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE   REGISTRATION   STATEMENT UNDER THE
ACT COVERING SUCH SECURITIES OR (ii) THE COMPANY   RECEIVES AN OPINION OF COUNSEL
FOR THE   HOLDER   OF THESE   SECURITIES   REASONABLY   SATISFACTORY   TO THE   COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION   REQUIREMENTS OF THE ACT AND IS IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.

THIS   WARRANT   IS ISSUED   PURSUANT   AND   SUBJECT   TO THAT   CERTAIN   SUBSCRIPTION
AGREEMENT   BETWEEN THE INITIAL HOLDER OF THIS WARRANT (THE   "INVESTOR")   AND CNS
RESPONSE, INC., A DELAWARE CORPORATION (THE "COMPANY") DATED ________, 2007.

                                                              Dated: _____, 2007


                               CNS RESPONSE, INC.

                     WARRANT ("WARRANT") TO PURCHASE SHARES
                                       OF
                     COMMON STOCK, $0.001 PAR VALUE PER SHARE
                               ___________ SHARES

                               WARRANT NO. W-_____

         1.        NUMBER OF SHARES SUBJECT TO WARRANT.   This is to certify that,
FOR VALUE RECEIVED,   _______________   (the "Investor"),   is entitled to purchase
from the Company, at any time before the termination of this Warrant pursuant to
Section 3 hereof,   at an exercise   price equal to $1.80 per share (the   exercise
price in effect from time to time hereafter   being called the "Warrant   Price"),
___________________   (_________,000)   shares ("Warrant Shares") of the Company's
common stock, $0.001 par value per share ("Common Stock"),   upon such Investor's
exercise of this   Warrant   pursuant   to Section 7 hereof.   The number of Warrant
Shares purchaseable upon exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time as described herein.

         2.        DEFINITIONS.   As used in this   Warrant,   the   following   terms
shall have definitions ascribed to them below:

                  (a)       "BUSINESS   DAY" shall   mean any day except   Saturday,
         Sunday   and any day which   shall be a legal   holiday   or a day on which
         banking institutions in the state


<PAGE>


         of New York   are   authorized   or   required   by law or other   government
         actions to close   between the hours of 9:30 a.m. and 5:00 p.m.   Eastern
         Standard Time.

                  (b)       "FAIR   MARKET   VALUE"   or "FMV" of a share of   Common
         Stock as of a particular date shall mean:

                           (i) If traded on a   securities   exchange,   the Nasdaq
                  National   Market   or the   Nasdaq   Small Cap   Market,   the Fair
                   Market   Value shall be deemed to be the average of the closing
                  prices of the Common Stock of the Company on such   exchange or
                  market   over the five (5)   business   days   ending   immediately
                  prior to the applicable date of valuation;

                           (ii) If actively   traded   over-the-counter,   the Fair
                  Market   Value shall be deemed to be the average of the closing
                  bid prices over the 30-day period ending   immediately prior to
                  the applicable date of valuation; and

                           (iii) If there is no active public   market,   the Fair
                  Market Value shall be the value as determined in good faith by
                   the   Company's   Board of   Directors   upon a review of relevant
                  factors,    including   due    consideration   of   the   Registered
                  Holders' determination of the value of the Company.

                  (c)       "HOLDER"   shall mean the Investor   and any   permitted
transferees.

         3.        TERMINATION.   Unless terminated sooner under the terms of this
Warrant, this Warrant shall terminate and no longer be exercisable at 5:00 p.m.,
Eastern Standard Time, on ________, 2012.

         4.        FRACTIONAL SHARES. No fractional shares shall be issuable upon
exercise of this   Warrant and the number of shares to be issued shall be rounded
up to the nearest whole share.

         5.        NO    SHAREHOLDER    RIGHTS.    This   Warrant,    by   itself,    as
distinguished from any shares purchased hereunder,   shall not entitle the Holder
to any of the rights of a shareholder of the Company.

         6.        RESERVATION   OF   STOCK.   The   Company   will   reserve   from its
authorized   and unissued   Common Stock a sufficient   number of shares to provide
for the   issuance of Warrant   Shares upon the   exercise   or   conversion   of this
Warrant.   Issuance   of this   Warrant   shall   constitute   full   authority   to the
Company's officers who are charged with the duty of executing stock certificates
to execute,   issue and deliver the necessary   certificates for shares of Warrant
Shares issuable upon the exercise or conversion of this Warrant.

         7.        EXERCISE OF WARRANT. This Warrant may be exercised at any time
prior to its   termination   by the surrender of this   Warrant,   together with the
Notice of Exercise   and the   Investment   Representation   Statement   in the forms
attached   hereto   as   Attachments   1 and 2,   respectively,   duly   completed   and
executed, at the principal office of the Company, specifying the portion of this
Warrant to be exercised, and either:


                                       2
<PAGE>


                  (a)       accompanied   by payment in full of the Warrant   Price
         in cash or by check with respect to the shares of Warrant   Shares being
         purchased; or

                  (b)       by electing,   by written notice to the Company on the
         Notice of Exercise duly executed by the Holder,   to receive a number of
         Warrant   Shares,   determined in   accordance   with the formula set forth
         below (the   "Election"),   in which event the Company shall issue to the
         Holder a number of Warrant Shares computed using the following formula:

                                    X= Y(A-B)
                                       -----
                                         A

         Where X = The number of Warrant   Shares to be issued to the Holder upon
         an Election.

                   Y =       The number of Warrant Shares in respect of which this
                           Warrant is being exercised as adjusted to the date of
                           the Election.

                  A =       The FMV of one   Warrant   Share on the   date   that the
                           relevant   Notice   of   Exercise   is   received   by   the
                           Company.

                  B =       The   Warrant   Price (as   adjusted   to the date of the
                           Election in accordance with Section 8 hereof).

         This Warrant shall be deemed to have been exercised   immediately   prior
to the close of business on the date of its   surrender   for exercise as provided
above,   and the person entitled to receive the shares of Warrant Shares issuable
upon exercise   shall be treated for all purposes as the holder of such shares of
record as of the close of   business on such date.   As   promptly   as   practicable
after such date,   the   Company   shall issue and deliver to the person or persons
entitled to receive the same a   certificate   or   certificates   for the number of
full shares of Warrant Shares issuable upon such exercise.   If the Warrant shall
be   exercised   for less than the total   number of shares of Warrant   Shares then
issuable   upon   exercise,   promptly   after   surrender   of the Warrant   upon such
exercise,   the Company will   execute and deliver a new   Warrant,   dated the date
hereof,   evidencing the right of the Holder to the balance of the Warrant Shares
purchasable hereunder upon the same terms and conditions set forth herein.

         8.        ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.   The number
of shares   issuable   upon   exercise   of this   Warrant (or any shares of stock or
other securities or property at the time receivable or issuable upon exercise of
this Warrant) a


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window