0001415889-12-000643 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2012 • MetaStat, 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 Purchasers (the “Purchase Agreement”).

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COMMON STOCK PURCHASE WARRANT METASTAT, INC.
MetaStat, Inc. • May 7th, 2012 • 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 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(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2012 • MetaStat, Inc. • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2012, between 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”).

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