0001415889-16-004856 Sample Contracts

OID NOTE PURCHASE AGREEMENT
Oid 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”).

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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).

COMMON STOCK PURCHASE WARRANT METASTAT, INC.
Common Stock Purchase Warrant • February 19th, 2016 • 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 date that is Five (5) years following the Inital 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).

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