0001415889-15-001221 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2015 • MetaStat, Inc. • Semiconductors & related devices

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 27, 2015, 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 Amended and Restated Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2015 • MetaStat, Inc. • Semiconductors & related devices • New York
AMENDED AND RESTATED SERIES A COMMON STOCK PURCHASE WARRANT METASTAT, INC.
Warrant Agreement • April 2nd, 2015 • MetaStat, Inc. • Semiconductors & related devices • New York

THIS AMENDED AND RESTATED 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).

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