REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2016 • MetaStat, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [________], 2016, by and among MetaStat, Inc., a Nevada corporation (the “Company”), and the subscribers signatory hereto (each, a “Subscriber” and collectively, the “Subscribers”). This Agreement is made pursuant to Subscription Agreement, dated on or about the date hereof, by and among the Company and the Subscribers thereto (the “Subscription Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2014 • MetaStat, Inc. • Semiconductors & related devices • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 10, 2014, by and between METASTAT, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
PURCHASE AGREEMENTPurchase Agreement • October 14th, 2014 • MetaStat, Inc. • Semiconductors & related devices • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of October 10, 2014, by and between METASTAT, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT METASTAT, INC.MetaStat, Inc. • June 13th, 2014 • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MetaStat, Inc., a Nevada corporation (the “Company”), up to [________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Investors (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2012, between Photovoltaic Solar Cells, Inc. (to be renamed MetaStat, Inc.), a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT METASTAT, INC.Common Stock Purchase Warrant • January 23rd, 2017 • MetaStat, Inc. • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MetaStat, Inc., a Nevada corporation (the “Company”), up to 100,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
METASTAT, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2013 • MetaStat, Inc. • Semiconductors & related devices • New York
This Employment Agreement (this “Agreement”) is made and entered into on September 3, 2013 (the “Effective Date”) by and between MetaStat, Inc. (the “Company”) and Elizabeth Buck (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
COMMON STOCK PURCHASE WARRANT METASTAT, INC.MetaStat, Inc. • September 9th, 2016 • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MetaStat, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
METASTAT, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2017 • MetaStat, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”) is made and entered into on October 31, 2017 (the “Effective Date”) by and between MetaStat, Inc. (the “Company”) and Douglas Hamilton (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
COMMON STOCK PURCHASE WARRANT METASTAT, INC.MetaStat, Inc. • April 5th, 2018 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MetaStat, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c). This Warrant is being issued in accordance with the Note Purchase Agreement (the “Purchase Agreement”), dated [_____], 2018, among the Company and the purchasers signatory thereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2017 • MetaStat, Inc. • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [_____], 2017 by and among MetaStat, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) by the Purchasers.
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “****” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND...Patent License Agreement • July 23rd, 2014 • MetaStat, Inc. • Semiconductors & related devices • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology ("M.I.T."), a corporation organized and existing under the laws of the State of Massachusetts, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307, Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, a corporation organized and existing under the laws of the State of New York, having a place of business at 1300 Morris Park Avenue, Bronx, New York 10461 (“EINSTEIN”), Montefiore Medical Center, a corporation organized and existing under the laws of the State of New York, having an office and place of business at 111 East 210th Street, Bronx, New York 10467 (“MONTEFIORE”) (M.I.T., EINSTEIN, and MONTEFIORE shall be referred to individually and collectively as “THE PARTIES”), and MetaStat BioMedical, Inc., a corporation organized and existing under the laws o
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “****” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND...Exclusive Patent License Agreement • July 23rd, 2014 • MetaStat, Inc. • Semiconductors & related devices • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a corporation organized and existing under the laws of the State of Massachusetts, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307, Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, a corporation organized and existing under the laws of the State of New York, having a place of business at 1300 Morris Park Avenue, Bronx, New York 10461 (“EINSTEIN”), Montefiore Medical Center, a corporation organized and existing under the laws of the State of New York, having an office and place of business at 111 East 210th Street, Bronx, New York 10467 (“MONTEFIORE”) (M.I.T., EINSTEIN, and MONTEFIORE shall be referred to individually and collectively as “THE PARTIES”), and MetaStat BioMedical, Inc., a corporation organized and existing under the laws o
Share Exchange AgreementShare Exchange Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices • New York
This Share Exchange Agreement, dated as of February 27, 2012, is made by and among Photovoltaic Solar Cells, Inc., a Nevada corporation (the “Acquiror Company”), the entity listed on Schedule I (the “Acquiror Company Principal Shareholder”), MetaStat, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule II hereto who are shareholders of the Company (collectively, the “Shareholders,” and individually a “Shareholder”), which Shareholders include Warren C. Lau (the “Company Principal Shareholder”).
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • March 1st, 2013 • MetaStat, Inc. • Semiconductors & related devices • New York
This Convertible Note and Warrant Purchase Agreement, dated as of __________, 2013 (this “Agreement”), is entered into by and among MetaStat, Inc., a Nevada corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2016 • MetaStat, Inc. • Semiconductors & related devices • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of __________, 2016, by and among MetaStat, Inc., a Nevada corporation (the “Company”), and each of the eligible investors who executes this Agreement and whose names are set forth on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”).
COMMON STOCK PURCHASE WARRANT METASTAT, INC.MetaStat, Inc. • October 17th, 2016 • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MetaStat, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).
AGREEMENT OF LEASEAgreement of Lease • September 10th, 2013 • MetaStat, Inc. • Semiconductors & related devices
This Lease dated this First day of September, Two Thousand and Thirteen is by and between LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC., a nonprofit educational corporation existing under the laws of the State of New York, having its principal place of business located at 25 Health Sciences Drive, Stony Brook, New York 11790, hereinafter referred to as " Landlord," and Metastat, Inc., having its principal place of business located at 25 Health Sciences Drive, Stony Brook, New York 11790, hereinafter referred to as " Tenant ".
MASSACHUSETTS INSTITUTE OF TECHNOLOGY and COMPANY TANGIBLE PROPERTY LICENSE AGREEMENTPatent License Agreement • July 15th, 2014 • MetaStat, Inc. • Semiconductors & related devices • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology ("M.I.T."), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and MetaStat Biomedical, Inc. ("COMPANY"), a corporation organized and existing under the laws of the state of Delaware, with a principal place of business at 8 Hillside Avenue, Suite 207, Montclair, NJ 07042.
METASTAT, INC. AMENDED AND RESTATEDNumber 1 • May 28th, 2013 • MetaStat, Inc. • Semiconductors & related devices • Nevada
The purpose of this MetaStat, Inc. Amended and Restated 2012 Omnibus Securities and Incentive Plan (the “Plan”) is to benefit the stockholders of MetaStat, Inc., a Nevada corporation (the “Company”), by assisting the Company to attract, retain and provide incentives to key management employees and nonemployee directors of, and nonemployee consultants to, the Company and its Affiliates, and to align the interests of such employees, nonemployee directors and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards, Performance Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2012 • MetaStat, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2012, between Photovoltaic Solar Cells, Inc. (to be renamed MetaStat, Inc.), a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
MAY 2014 CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTMay 2014 Convertible Note and Warrant Purchase Agreement • June 13th, 2014 • MetaStat, Inc. • Semiconductors & related devices • New York
This May 2014 Convertible Note and Warrant Purchase Agreement, dated as of _______ __, 2014 (this “Agreement”), is entered into by and among MetaStat, Inc., a Nevada corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).
Sponsored Research AgreementSponsored Research Agreement • May 25th, 2012 • MetaStat, Inc. • Semiconductors & related devices • New York
SPONSORED RESEARCH AGREEMENT (the “Agreement”), effective as of the final date of the undersigned parties (“Effective Date”) is made between Cornell University for and on behalf of its Joan & Sanford I. Weill Medical College , a nonprofit educational, research and healthcare institution located at 1300 York Avenue, New York, NY 10065 (hereinafter referred to as, “Cornell”),and Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, a New York Corporation located at 1300 Morris Park Avenue, Bronx, NY 10461 (hereinafter referred to as, “Einstein”), on the one hand, (Cornell and Einstein shall hereinafter be referred to collectively as “the Medical Colleges”), and Metastat, 4 Autumnwood Court, The Woodlands, Texas 77380, hereinafter referred to as the “Sponsor,” on the other hand.
COMMON STOCK PURCHASE WARRANT PHOTOVOLTAIC SOLAR CELLS, INC.Photovoltaic Solar Cells, Inc. • March 21st, 2012 • Semiconductors & related devices • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Photovoltaic Solar Cells, Inc., a Nevada corporation (the “Company”), up to [_____] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2009 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices • California
This INDEMNIFICATION AGREEMENT (“Agreement”), dated as of the __ day of December, 2008, is entered into by and between [_______], a Delaware limited liability company, (“Purchaser”), the individuals listed on Schedule A (collectively, “Shareholders”), and Photovoltaic Solar Cells, Inc., a Nevada corporation (the “Issuer”) collectively the Purchaser, Shareholders and Issuer shall be referred to as Parties.
Contract2014 Convertible Note and Warrant Purchase Agreement • November 21st, 2013 • MetaStat, Inc. • Semiconductors & related devices • New York
This 2014 Convertible Note and Warrant Purchase Agreement, dated as of November __, 2013 (this “Agreement”), is entered into by and among MetaStat, Inc., a Nevada corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).
STOCK OPTION AGREEMENT CONSULTANT NON-QUALIFIED STOCK OPTIONOmnibus Securities and Incentive Plan • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices
WHEREAS, the Company has adopted the MetaStat, Inc. 2012 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and
METASTAT, INC. ADVISORY AGREEMENTAdvisory Agreement • April 17th, 2013 • MetaStat, Inc. • Semiconductors & related devices • New York
This Advisory Agreement (this “Agreement”) is made and entered into on April 12, 2013 (the “Effective Date”) by and between MetaStat, Inc. (the “Company”) and David Epstein, Ph.D. (“Advisor”). The Company and Advisor are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
METASTAT, INC. AMENDMENT NO. 1 TO ORIGINAL ISSUE DISCOUNT PROMISSORY NOTEOriginal Issue Discount Promissory Note • August 31st, 2016 • MetaStat, Inc. • Semiconductors & related devices • New York
This Amendment No. 1 to Original Issue Discount Promissory Note (this “Amendment”) is made effective as of August __, 2016, by and among MetaStat, Inc., a Nevada corporation (the “Company”) and ______ (the “Payee”).
CONSULTING AGREEMENTConsulting Agreement • April 10th, 2015 • MetaStat, Inc. • Semiconductors & related devices • New York
This Consulting Agreement (the “Agreement”) is made as of the 1st day of August, 2014, by and between MetaStat, Inc., a Nevada corporation with its principal place of business located at ___________________________________ (the “Company”) and New Biology Ventures, LLC with its principal place of business located at ___________________________________ (the “NBV”).
OID NOTE PURCHASE AGREEMENTOid Note Purchase Agreement • February 19th, 2016 • MetaStat, Inc. • Semiconductors & related devices • New York
This OID Note Purchase Agreement (this “Agreement”) is made as of February 12, 2016 by and between MetaStat, Inc. (the “Company”), a Nevada corporation, with offices at 27 Drydock Ave., 2nd Floor, Boston, MA 02210 and the purchasers identified on the signature pages hereto (the “Purchasers”).
PROMISSORY NOTEMetaStat, Inc. • June 24th, 2015 • Semiconductors & related devices • Delaware
AMENDMENT NO. 1 TO ADDITIONAL 2014 CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT OF METASTAT, INC.Note and Warrant Purchase Agreement • March 6th, 2014 • MetaStat, Inc. • Semiconductors & related devices • New York
THIS AMENDMENT NO. 1 TO ADDITIONAL 2014 CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT OF METASTAT, INC. (this “Amendment”), dated as of February __, 2014, is made by MetaStat, Inc., a Nevada corporation (the “Company”), and the undersigned lender (the “Lender” and, together with the Company, are sometimes referred to individually as “Party” and collectively as the “Parties”).
AMENDMENT NO. 1 TO PROMISSORY NOTE OF METASTAT, INC.MetaStat, Inc. • February 19th, 2016 • Semiconductors & related devices • New York
This Amendment No. 1 to promissory note (the “Amendment”) is made as of February 12, 2016, by and between MetaStat, Inc., a Nevada corporation (the “Company”), and Dolphin Offshore Partners, L.P. (the “Payee”). Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Note (as defined below).
