ex10-1.htm


Exhibit 10.1




AMENDMENT NO. 2



TO


AMENDED AND RESTATED


NOTE CONVERSION AGREEMENT


AND


WARRANT AMENDMENT







 





THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED NOTE CONVERSION AGREEMENT AND WARRANT AMENDMENT (this “Agreement”) is entered into on September 30, 2014, by and between VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and Platinum Long Term Growth VII, LLC, a Delaware limited liability company (“Platinum”).


 


WHEREAS, the parties entered into an Amended and Restated Note Conversion Agreement and Warrant Amendment on July 18, 2014 (“Amendment”), which Amendment amends and restates that certain Note Conversion Agreement, dated April 4, 2013, and amends certain warrants issued to Platinum prior to the date of the Amendment, each as more particularly set forth in the Amendment; and







WHEREAS, the parties further amended the Amendment pursuant to Amendment No. 1 to Amended and Restated Note Conversion Agreement and Warrant Amendment, dated September 2, 2014 (“Amendment No. 1”), pursuant to which the parties agreed to extend the date upon which the Company is able to consummate a Qualified Financing, as such term is defined in the Amendment, to September 30, 2014;







WHEREAS, the parties agree to amend the Amendment, as amended by Amendment No. 1, as more particularly set forth below, in order to further extend the date upon which the Company is able to consummate a Qualified Financing, as such term is defined in the Amendment.







 NOW, THEREFORE, for and in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:


 





1.            The definition of “Closing Date”, as such term is defined in Section 1 of the Amendment, shall be revised to October 31, 2014, and each reference to August 31, 2014 in the Amendment shall be amended and replaced with October 31, 2014.









2.           The provisions of the Amendment, as modified herein, shall remain in full force and effect in accordance with its terms and are hereby ratified and confirmed.  Platinum does not in any way waive the Company’s obligations to comply with any of the provisions, covenants and terms of the Amendment (as amended hereby) and the other agreements referred to in the Amendment.  This Agreement shall be governed by the laws of the State of New York without regard to the conflict of laws provisions thereof.







3.           As a result of the execution of this Agreement, the parties agree and acknowledge that Amendment No. 1 shall terminate and be of no further force and effect.
























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IN WITNESS WHEREOF the parties have signed this instrument as of the date first set forth above.










	
ADDRESS:

	  	  	
VISTAGEN THERAPEUTICS, INC.


	
343 Allerton Avenue


South San Francisco, California 94080

	  	  	  
	  	  	  	
By: /s/ Shawn K. Singh


Name: Shawn K. Singh


Title: Chief Executive Officer


	  	  	  	  
	  	  	  	  
	
ADDRESS:

	  	  	
PLATINUM LONG TERM GROWTH VII, LLC


	
152 West 57th Street, 4th Floor


New York, NY 10019

	  	  	  
	  	  	  	
By: /s/ Mark Nordlicht


Name: Mark Nordlicht


Title: Authorized Signatory


	  	  	  	  
































































































































[Signature Page to Amendment No. 2 to Amended and Restated Note Conversion Agreement and Warrant Amendment]