0001415889-16-005945 Sample Contracts

Contract
Common Stock Purchase Warrant • May 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
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2,352,942 shares of Common Stock Warrants to purchase up to 2,352,942 shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

VistaGen Therapeutics, Inc., a Nevada corporation (collectively with its direct and indirect subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates (each, a “Subsidiary”) of VistaGen Therapeutics, Inc., the “Company”)), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters” or, each, an “Underwriter”), for whom you are acting as representatives (each, a “Representative” and together, the “Representatives”), an aggregate of 2,352,942 shares of common stock, $0.001 par value per share (the “Common Shares”) of the Company (the “Firm Shares”) and warrants to purchase up to an aggregate of 2,352,942 Common Shares (the “Firm Warrants”). The respective amounts of the Firm Shares and Firm Warrants to be so purchased by the several Underwriters are set forth opposite

Contract
Warrant Agency Agreement • May 16th, 2016 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York
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