0001415889-12-001749 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • November 20th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California

This Exchange Agreement (this “Agreement”) is entered into and effective as of November __, 2012 by and among VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and the person whose signature appears on the signature page attached hereto (the “Investor”).

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AMENDMENT TO NOTE EXCHANGE AND PURCHASE AGREEMENT
Note Exchange and Purchase Agreement • November 20th, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

This Amendment to Note Exchange and Purchase Agreement (the “Amendment”) is entered into as of November 14, 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”). Unless otherwise specified herein, all capitalized terms set forth in this Amendment shall have the meanings as set forth in the Agreement.

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