AGREEMENT EXIHBIT 99.2
The undersigned parties hereby agree as follows:
1) RGC International Investors, LDC, the holder of 3,655 outstanding shares
(the "Shares") of Series E Convertible Preferred Stock of CoCensys, Inc.
(the "Company") hereby agrees to sell to the Company the number of shares
set forth below for a price equal to 105% of the sum of the par value
thereof plus all accrued dividends thereon through the redemption date:
RGC International Investors, LDC - 2,308
2) 50% of the Shares to be sold (the "First Tranche") shall be acquired by the
Company on April 30, 1999 and the remaining 50% of the Shares to be sold
(the "Second Tranche") shall be acquired not later than May 20, 1999;
provided however, that the Second Tranche shall be cut back by the dollar
value of co-sale rights exercised in connection with the sale of the
Company's holdings in Cytovia, Inc.
3) On the closing date for each tranche the Company shall wire transfer to the
account of the selling holder the amount to be paid for the Shares being
sold, and the selling holder shall deliver the certificates representing
such Shares (with any excess Shares to be reissued by new certificate).
4) The Company shall continue to use its best efforts to remain listed on
NASDAQ and to gain effectiveness of a Registration Statement covering all
of the common stock issuable upon conversion of the outstanding Shares and
warrants issued in connection therewith, to the extent not currently
registered.
5) Subject to the exception set forth in the immediately following sentence,
from the closing of the First Tranche until 90 days thereafter, the holders
will not effect any conversions of the outstanding Shares. The preceding
restrictions will be exclusive of conversions that occur (A) on any day the
Stock trades at a price greater than or equal to (1) 120% of the then
applicable Market Price or (2) $1.00; (B) after a public announcement by
the Issuer that it is being sold pursuant to a merger or sale of all or
substantially all of its assets, etc.; (C) after a material adverse change
in the Issuer's business; (D) after a NASDAQ delisting; or (E) after 45
days from the closing of the First Tranche, if the Registration Statement
referred to above is not declared effective.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed on the 30th day of April, 1999.
COCENSYS, INC.
By: /s/
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F. Xxxxxxx Xxxxxx, Ph.D.
President and Chief Executive Officer
RGC INTERNATIONAL INVESTORS, LDC
By: Xxxx Xxxx Capital Management, L.P., Investment Manager
By: RGC General Partner Corp., as General Partner
By: /s/
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Xxxx X. Xxxxxxxx
Managing Director
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