0001415889-12-000308 Sample Contracts

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Note and Warrant Purchase Agreement • March 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California

This Convertible Note and Warrant Purchase Agreement, dated as of February 28, 2012 (this “Agreement”), is entered into by and among VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 2nd, 2012 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of February by and among VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and the “Lenders” named in that certain Convertible Note and Warrant Purchase Agreement by and among the Company and the Lenders (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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