0001415889-15-000082 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 7th, 2015 • MetaStat, Inc. • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2014, by and among MetaStat, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

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SERIES A COMMON STOCK PURCHASE WARRANT METASTAT, INC.
MetaStat, Inc. • January 7th, 2015 • Semiconductors & related devices • New York

THIS SERIES A 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 March 31, 2020 (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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 7th, 2015 • MetaStat, Inc. • Semiconductors & related devices • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 31, 2014 by and among MetaStat, Inc., a Nevada corporation (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

SERIES B COMMON STOCK PURCHASE WARRANT METASTAT, INC.
MetaStat, Inc. • January 7th, 2015 • Semiconductors & related devices • New York

THIS SERIES B 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 March 31, 2020 (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).

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