0001415889-12-001350 Sample Contracts

Contract
Warrant Agreement • September 6th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT (THE “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF AN AGREEMENT (THE “AGREEMENT”) BETWEEN VISTAGEN THERAPEUTICS, INC. (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

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AMENDMENT TO SECURITY AGREEMENT
Security Agreement • September 6th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations

This Amendment to Security Agreement is entered into as of August 30, 2012 (the “Amendment”) by and between VistaGen Therapeutics, Inc., a Nevada Corporation (the “Grantor”) and Platinum Long Term Growth VII, LLC, a Delaware limited liability company (together with its successors and assigns, the “Secured Party”).

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