On October 19, 2012, VistaGen Therapeutics, Inc., a Nevada corporation (the "Company") issued to Platinum Long Term Growth VII, LLC ("Platinum") a senior secured convertible promissory note in the principal amount of $500,000 (the "Investment Note"), and a warrant to purchase 500,000 shares of the Company's common stock at a price of $1.50 per share over a five year term (the "Investment Warrant") in accordance with the Note Exchange and Purchase Agreement entered into by the Company and Platinum on October 11, 2012, and previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2012.

The Investment Note matures three years from the date of issuance (the "Maturity Date"). Upon the Maturity Date, all principal and accrued interest under the Investment Note shall be payable by the Company through the issuance of restricted shares of common stock to Platinum. Subject to certain potential adjustments set forth in the Investment Note, the number of shares of common stock issuable as payment in full for the Investment Note will be calculated by dividing the outstanding Investment Note balance by $0.50 per share.

The Investment Note and the Investment Warrant were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Platinum represented that it was an "accredited investor" as defined in Regulation D. The proceeds from the sale of the Investment Note are expected to be used for general corporate purposes.