0001654954-20-008543 Sample Contracts

15,625,000 SHARES OF COMMON STOCK VISTAGEN THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 6th, 2020 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

The undersigned, VistaGen Therapeutics, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of VistaGen Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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