AGREEMENT EXIHBIT 99.3
The undersigned parties hereby agree as follows:
1) Themis Partners L.P. and Heracles Fund, holders of the outstanding shares
(the "Shares") of Series E Convertible Preferred Stock of CoCensys, Inc.
(the "Company"), hereby agree 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:
Themis Partners L.P. - 349
Heracles Fund - 523
2) 50% of the Shares to be sold (the "First Tranche) shall be acquired by the
Company on May 6, 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, with corresponding debits to the Company's ledger of Shares held by
each of Themis Partners L.P. and Heracles Fund.
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. Penalties related to listing and effectiveness of the
Registration Statement remain in full force and effect in accordance with
the "Series E Documents" (as defined below).
5) Subject to the exception set forth in the immediately following sentence,
from the closing of the First Tranche until 84 calendar 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 (as defined in the Certificate of Powers,
Designation, Preferences, Rights and Limitations of Series E Convertible
Preferred Stock dated June 8, 1998 (the "Series E Certificate") inclusive
of any accrued penalties) 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 39
calendar days from the closing of the First Tranche, if the Registration
Statement referred to above is not declared effective.
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6) Except as expressly set forth in Paragraph 5 of this Agreement, the parties
agree that the Securities Purchase Agreement dated June 8, 1998, the Series
E Certificate and the Registration Rights Agreement dated June 8, 1998
(collectively, the "Series E Documents") remain in full force and effect
without amendment or modification, and each party hereto retains all of its
respective rights and obligations thereunder with respect to the
outstanding Shares, including, but not limited to, any redemption rights
currently or hereafter available to Themis Partners L.P. and Heracles Fund.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed effective April 30, 1999.
COCENSYS, INC.
By: /s/
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Xxxxxx X. Xxxxxx
Vice President and General Counsel
THEMIS PARTNERS L.P.
By: Promethean Investment Group L.L.C.
Its: General Partner
By: /s/
----------------------------------------
Xxxxx X. X'Xxxxx, Xx.
Managing Member
HERACLES FUND
By: Promethean Investment Group L.L.C.
Its: Investment Advisor
By: /s/
----------------------------------------
Xxxxx X. X'Xxxxx, Xx.
Managing Member
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