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 PHOTOVOLTAIC SOLAR CELLS, INC. (to be renamed MetaStat, Inc.)Security Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • 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 four 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 (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(b).
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”).
METASTAT, INC.2012 Omnibus Securities and Incentive Plan • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices • Delaware
Page ARTICLE I PURPOSE 5 ARTICLE II DEFINITIONS 5 ARTICLE III EFFECTIVE DATE OF PLAN 10 ARTICLE IV ADMINISTRATION 10 Section 4.1 Composition of Committee 10 Section 4.2 Powers 10 Section 4.3 Additional Powers 10 Section 4.4 Committee Action 11 ARTICLE V STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON 11 Section 5.1 Stock Grant and Award Limits 11 Section 5.2 Stock Offered 11 Section 5.3 Lock-Up Agreement 11 ARTICLE VI ELIGIBILITY FOR AWARDS; TERMINATION OF EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS 11 Section 6.1 Eligibility 11 Section 6.2 Termination of Employment or Director Status 12 Section 6.3 Termination of Consultant Status 13 Section 6.4 Special Termination Rule 13 Section 6.5 Termination for Cause 13 ARTICLE VII OPTIONS 14 Section 7.1 Option Period 14 Section 7.2 Limitations on Exercise of Option 14 Section 7.3 Special Limitations on Incentive Stock Options 14 Section 7.4 Option Agreement 14 Section 7.5 Option Price and Payment 15 Section 7.6 Stockholder Rights and Privile
COMMON STOCK PURCHASE WARRANT PHOTOVOLTAIC SOLAR CELLS, INC.Securities Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • 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).
STOCK OPTION AGREEMENT CONSULTANT NON-QUALIFIED STOCK OPTIONStock Option Agreement • 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. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices • Delaware
This Employment Agreement (the "Agreement"), made as of the 1st day of August, 2010, by and between Warren C. Lau (the "Executive"), an individual residing at 4 Autumnwood Court, The Woodlands, Texas, 77380 and MetaStat, Inc. (the "Company") with a place of business at 4 Autumnwood Court, The Woodlands, Texas, 77380.
METASTAT, INC. STOCK OPTION AGREEMENT EMPLOYEE NON-QUALIFIED STOCK OPTIONStock Option Agreement • March 21st, 2012 • Photovoltaic Solar Cells, Inc. • Semiconductors & related devices
THIS AGREEMENT made as of ___________________ [INSERT DATE ON WHICH COMPENSATION COMMITTEE GRANTS OPTION], 201_, by and between MetaStat, Inc., a Delaware corporation (the “Company”), and ______________________ (the “Optionee”).
