ContractWarrant Agreement • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ContractSenior Secured Convertible Promissory Note • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as may be further amended, restated, supplemented or otherwise modified, this “Agreement”), is made as of this 11th day of October, 2012, by and among VISTAGEN THERAPEUTICS, INC., a Nevada Corporation with an address of 384 Oyster Point Boulevard, No. 8, South San Francisco, California 94080 (the “Maker”), and PLATINUM LONG TERM GROWTH VII, LLC a Delaware limited liability company with an address of 152 West 57th Street, 4th Floor, New York, NY 10019 (together with its successors and assigns, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AND STOCK PLEDGE AGREEMENTIntellectual Property Security and Stock Pledge Agreement • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
This INTELLECTUAL PROPERTY SECURITY AND STOCK PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”), is made as of this 11th day of October, 2012, by and between VISTAGEN THERAPEUTICS, INC., a California corporation (the “California Subsidiary”) and PLATINUM LONG TERM GROWTH VII, LLC, a Delaware limited liability company, with an address of 152 West 57th Street, 4th Floor, New York, New York 10019 (the “Secured Party”).
NOTE EXCHANGE AND PURCHASE AGREEMENT Dated as of October 11, 2012 By and Between VISTAGEN THERAPEUTICS, INC. and PLATINUM LONG TERM GROWTH VII, LLCNote Exchange and Purchase Agreement • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
This Note Exchange and Purchase Agreement (as amended, restated, supplemented or otherwise modified, this “Agreement”) is dated as of October 11, 2012 by and between VISTAGEN THERAPEUTICS, INC., a Nevada corporation (the “Company”), and PLATINUM LONG TERM GROWTH VII, LLC, a Delaware limited liability company (“Platinum”).
NEGATIVE COVENANT AGREEMENTNegative Covenant Agreement • October 16th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
This NEGATIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of this 11th day of October, 2012 by and among VISTAGEN THERAPEUTICS, INC., a California corporation (the “California Subsidiary”), ARTEMIS NEUROSCIENCE, INC., a Maryland corporation (“Maryland Subsidiary”), PLATINUM LONG TERM GROWTH VII LLC, a Delaware limited liability company (the “Lender”), and VISTAGEN THERAPEUTICS, INC., a Nevada corporation (the “Borrower”).
