Photovoltaic Solar Cells, Inc. (Form: 8-K, Received: 03/21/2012 15:13:15)

Share Exchange Agreement

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 ”).

BACKGROUND

WHEREAS, the Shareholders have agreed to transfer to the Acquiror Company, and the Acquiror Company has agreed to acquire from the Shareholders, 8,349,731 Shares, which Shares constitute 100% of the issued and outstanding shares of the Company, in exchange for approximately 18,369,421 shares of the Acquiror Company’s shares of common stock to be issued on the Closing Date (the “ Acquiror Company Shares ”), which Acquiror Company Shares shall constitute 95.6% of the issued and outstanding shares of Acquiror Company’s common stock immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions as set forth herein, and

NOW THEREFORE in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION I

DEFINITIONS

Unless the context otherwise requires, the terms defined in this Section 1 will have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

1.1 “ Accredited Investor ” has the meaning set forth in Regulation D under the Securities Act and set forth on Exhibit B.

1.2 “ Acquired Companies ” means, collectively, the Company and the Company Subsidiaries.

1.3 “ Acquiror Company Board ” means the Board of Directors of the Acquiror Company.

1.4 “ Acquiror Company Common Stock ” means the Acquiror Company’s common stock, par value US $0.01 per share.

1.5 “ Acquiror Company Shares ” means the Acquiror Company Common Stock being issued to the Shareholders pursuant hereto.

1.6 “ Acquiror Indemnified Parties” has the meaning set forth in Section 11.

1.7 “ Affiliate ” shall mean, with respect to any Person, any other Person that (a) directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with such Person. For purposes of this definition, “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For the purposes of this definition, a Person shall be deemed to control any of his or her immediate family members.

1.8 “ Agreement ” means this Share Exchange Agreement, including all Schedules and Exhibits hereto, as this Share Exchange Agreement may be from time to time amended, modified or supplemented.

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1.9 [Intentionally Omitted]

1.10 “ Closing Date ” has the meaning set forth in Section 3.

1.11 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.12 “ Commission ” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and the Exchange Act.

1.13 “ Company ” means MetaStat, Inc., a company organized under the laws of Delaware and any subsidiaries.

1.14 “ Company Board ” means the Board of Directors of the Company.

1.15 “ Company Indemnified Party ” has the meaning set forth in Section 11.

1.16 “ Company Subsidiaries ” means all of the direct and indirect Subsidiaries of the Company.

1.17 “ Equity Security ” means any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

1.18 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

1.19 “ Exchange Act ” means the Securities Exchange Act of 1934 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will then be in effect.

1.20 “ Exhibits ” means the several exhibits referred to and identified in this Agreement.

1.21 “ Form 8-K ” means a current report on Form 8-K under the Exchange Act, a draft of which shall be provided to the Acquiror Company prior to the Closing.

1.22 “ GAAP ” means, with respect to any Person, United States generally accepted accounting principles applied on a consistent basis with such Person’s past practices.

1.23 “ Governmental Authority ” means any federal or national, state or provincial, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision, commission, court, tribunal, official, arbitrator or arbitral body, in each case whether U.S. or non-U.S.

1.24 “ Indebtedness ” means any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.

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1.25 “ Intellectual Property ” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

1.26 “ Laws ” means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international, multinational or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.

1.27 “ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.

1.28 “ Material Acquiror Company Contract ” means any and all agreements, contracts, arrangements, leases, commitments or otherwise, of the Acquiror Company, of the type and nature that the Acquiror Company is required to file with the Commission.

1.29 “ Material Adverse Effect ” means, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the Acquiror Company or the Acquired Companies, as the case may be, in each case taken as a whole or (b) materially impair the ability of the Acquiror Company or the Acquired Companies, as the case may be, to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the Acquiror Company or the Acquired Companies, as the case may be, operate or (c) result in litigation, claims, disputes or property loss in excess of US$150,000 in the future, and that would prohibit or otherwise materially interfere with the ability of any party to this Agreement to perform any of its obligations under this Agreement in any material respect.

1.30 “ Order ” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Authority.

1.31 “ Organizational Documents ” means (a) the articles or certificate of incorporation and the by-laws or code of regulations of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the articles or certificate of formation and operating agreement of a limited liability company; (e) any other document performing a similar function to the documents specified in clauses (a), (b), (c) and (d) adopted or filed in connection with the creation, formation or organization of a Person; and (f) any and all amendments to any of the foregoing.

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1.32 “ Permitted Liens ” means (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith by appropriate proceedings and for the payment of which the relevant party has made adequate reserves; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers, warehousemen, mechanics, laborers and materialmen and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant party has made adequate reserves; (c) statutory Liens incidental to the conduct of the business of the relevant party which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; and (d) Liens that would not have a Material Adverse Effect.

1.33 “ Person ” means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivisions.

1.34 “ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority.

1.35 “ Regulation S ” means Regulation S under the Securities Act, as the same may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

1.36 “ Rule 144 ” means Rule 144 under the Securities Act, as the same may be amended from time to time, or any successor statute.

1.37 “ Schedule 14(f) Filing ” means an information statement filed by the Acquiror Company on Schedule 14f-1 under the Exchange Act.

1.38 “ Schedules ” means the several schedules referred to and identified herein, setting forth certain disclosures, exceptions and other information, data and documents referred to at various places throughout this Agreement.

1.39 “ SEC Documents ” has the meaning set forth in Section 6.25.

1.40 “ Section 4(2) ” means Section 4(2) under the Securities Act, as the same may be amended from time to time, or any successor statute.

1.41 “ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will be in effect at the time.

1.42 “ Share Exchange ” has the meaning set forth in Section 2.1.

1.43 “ Shares ” means the issued and outstanding shares of the Company as set forth opposite each Shareholders name on Schedule II.

1.44 “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership or limited liability company; or (b) otherwise has the power to vote or to direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body.

1.45 “ Survival Period ” has the meaning set forth in Section 11.1.

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1.46 “ Taxes ” means all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing; and “Tax” means any of the foregoing Taxes.

1.47 “ Tax Group ” means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

1.48 “ Tax Return ” means any return, declaration, report, claim for refund or credit, information return, statement or other similar document filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

1.49 “ Transaction Documents ” means, collectively, all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement.

1.50 “ U.S. ” means the United States of America.

1.51 “ U.S. Dollars ” or “ US $ ” means the currency of the United States of America.

1.52 “ U.S. Person ” has the meaning set forth in Regulation S under the Securities Act and set forth on Exhibit C hereto.

SECTION II

EXCHANGE OF SHARES AND SHARE CONSIDERATION

2.1 Share Exchange . At the Closing, (i) the Shareholders shall transfer 8,349,731 Shares, representing 100% of all of the issued and outstanding shares of the Company to the Acquiror Company, and, (ii) Acquiror Company shall issue an aggregate of 18,369,421 fully paid and nonassessable shares of Acquiror Company Common Stock (the “ Share Exchange ”), to each such Shareholder in the amount set forth on Exhibit A.

2.2 Withholding . The Acquiror Company shall be entitled to deduct and withhold from the Acquiror Company Shares otherwise issuable pursuant to this Agreement to any Shareholder such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, provincial or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Shareholder in respect of which such deduction and withholding was made.

2.3 Section 368 Reorganization . For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “ reorganization ” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “ plan of reorganization ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

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2.4 Directors of Acquiror Company at Closing Date . On the Closing Date, the current director of the Acquiror Company shall appoint Warren C. Lau to serve as a member of the Acquiror Company Board, and shall nominate Oscar Bronsther to serve as a member and Chairman of the Acquiror Company Board and each of David N. Siegel, Patrick T. Mooney and Johan M. (Thijs) Spoor to serve as a member of the Acquiror Company Board, such nominations to be effective on the tenth day after mailing the Schedule 14(f) to the stockholders of record of the Acquiror Company (the “ Effective Time ”). On the Closing Date, Harvey Judkowitz shall tender his resignation as a director of the Acquiror Company to be effective at the Effective Time.

2.5 Officers of Acquiror Company at Closing Date . On the Closing Date, Harvey Judkowitz shall resign from each officer position held at the Acquiror Company and the Acquiror Company Board shall appoint Warren C. Lau to serve as Chief Executive Officer and President, Oscar Bronsther shall serve as Chief Medical Officer and Daniel Schneiderman shall serve as Vice President and Controller.

2.6 Assumption of Company Warrants . The Acquiror Company shall assume the obligations of all of the outstanding warrants to purchase shares of common stock of the Company as more fully set forth on Schedule 2.6 hereto. The parties agree to execute and deliver to each other such other documents and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Section 2.6. The assumed warrants will be exercisable for shares of common stock of the Acquiror Company after applying the exchange ratio pursuant to this Agreement to the exercise price and the number of shares issuable pursuant to such assumed warrants.

2.7 Assumption of Company Omnibus Securities and Incentive Plan . The Acquiror Company shall assume the obligations under the Company’s 2012 Omnibus Securities and Incentive Plan (the “Plan”) and any agreements to issue options or other securities pursuant to the terms of any agreements entered into by the Company pursuant to the Plan as more fully set forth on Schedule 2.7 hereto. The parties agree to execute and deliver to each other such other documents and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Section 2.7. The assumed options will be exercisable for shares of common stock of the Acquiror Company after applying the exchange ratio pursuant to this Agreement to the exercise price and the number of shares issuable pursuant to such assumed options.

2.8 Assumption of Company Agreements . The Acquiror Company shall assume the obligations of the agreements set forth on Schedule 2.8 hereto. The parties agree to execute and deliver to each other such other documents and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Section 2.8.

2.9 Payment of Debts . Prior to Closing, all debts of Acquiror Company shall be paid, discharged and satisfied in full.

SECTION III

CLOSING DATE

3.1 Closing Date . The closing of the Share Exchange (the “ Closing ”) shall take place at 10:00 a.m. Pacific Standard Time on the day all of the closing conditions set forth in Sections 9 and 10 herein have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the “ Closing Date ”), at the offices of the Silvestre Law Group, P.C. at 31200 Via Colinas, Suite 200, Westlake Village, CA 91362.

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SECTION IV

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

4.1 Generally . The disclosure schedule attached hereto as Schedule III (the “ Shareholder Disclosure Schedule ”) is divided into sections that correspond to the sections of this Section 4. The Shareholder Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Section 4. Except as Disclosed in the Shareholder Disclosure Schedule, each Shareholder, severally and not jointly, hereby represents and warrants, solely with respect to itself and not any other Shareholder, to the Acquiror Company as follows:

4.1.1 Authority . Such Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Shareholder is a party, and to perform such Shareholder’s obligations under this Agreement and each of the Transaction Documents to which such Shareholder is a party. This Agreement has been, and each of the Transaction Documents to which such Shareholder is a party will be, duly and validly authorized and approved, executed and delivered by such Shareholder. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto other than such Shareholder, this Agreement is, and each of the Transaction Documents to which such Shareholder is a party have been, duly authorized, executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

4.1.2 No Conflict . Neither the execution or delivery by such Shareholder of this Agreement or any Transaction Document to which such Shareholder is a party, nor the consummation or performance by such Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of such Shareholder (if such Shareholder is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which such Shareholder is a party; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which such Shareholder, or any of the properties or assets of such Shareholder, may be subject.

4.1.3 Ownership of Shares . Such Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, such Shareholder’s Shares free and clear of any and all Liens. Except as set forth on the Shareholder Disclosure Schedule, there are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which such Shareholder is a party or by which such Shareholder or such Shareholder’s Shares are bound with respect to the issuance, sale, transfer, voting or registration of such Shareholder’s Shares. At the Closing Date, the Acquiror Company will acquire good, valid and marketable title to such Shareholder’s Shares free and clear of any and all Liens.

4.1.4 Litigation . There is no pending Proceeding against such Shareholder that involves the Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and, to the knowledge of such Shareholder, no such Proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding.

4.1.5 No Brokers or Finders . No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Shareholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Shareholder will indemnify and hold the Acquiror Company harmless against any liability or expense arising out of, or in connection with, any such claim.

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4.2 Investment Representations . Except as disclosed on the Shareholder Disclosure Schedule, each Shareholder, severally and not jointly, hereby represents and warrants, solely with respect to itself and not any other Shareholder, to the Acquiror Company as follows:

4.2.1 Acknowledgment . Each Shareholder understands and agrees that the Acquiror Company Shares to be issued pursuant to this Agreement and the Share Exchange have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the Acquiror Company Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, Regulation D for offers and sales to accredited investors, or Regulation S for offers and sales of securities outside the U.S.

4.2.2 Status . By its execution of this Agreement, each Shareholder represents and warrants to the Acquiror Company as indicated on its signature page to this Agreement, either that:

(a) such Shareholder is an Accredited Investor; or

(b) such Shareholder is not a U.S. Person.

Each Shareholder understands that the Acquiror Company Shares are being offered and sold to such Shareholder in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth in this Agreement, in order that the Acquiror Company may determine the applicability and availability of the exemptions from registration of the Acquiror Company Shares on which the Acquiror Company is relying.

4.2.3 Additional Representations and Warranties of Accredited Investors . Each Shareholder indicating that such Shareholder is an Accredited Investor on its signature page to this Agreement, severally and not jointly, further makes the representations and warranties to the Acquiror Company set forth on Exhibit D.

4.2.4 Additional Representations and Warranties of Non-U.S. Persons . Each Shareholder indicating that it is not a U.S. person on its signature page to this Agreement, severally and not jointly, further makes the representations and warranties to the Acquiror Company set forth on Exhibit E .

4.2.5 Stock Legends . Each Shareholder hereby agrees with the Acquiror Company as follows:

(a) Securities Act Legend - Accredited Investors . The certificates evidencing the Acquiror Company Shares issued to those Shareholders who are Accredited Investors, and each certificate issued in transfer thereof, will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

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(b) Securities Act Legend - Non-U.S. Persons . The certificates evidencing the Acquiror Company Shares issued to those Shareholders who are not U.S. Persons, and each certificate issued in transfer thereof, will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

(c) Other Legends . The certificates representing such Acquiror Company Shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state securities law, or contract.

(d) Opinion . No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

(e) Consent . Each Shareholder understands and acknowledges that the Acquiror Company may refuse to transfer the Acquiror Company Shares, unless such Shareholder complies with this Section 4.2.5 and any other restrictions on transferability set forth in Exhibits D and E . Each Shareholder consents to the Acquiror Company making a notation on its records or giving instructions to any transfer agent of the Acquiror Company’s Common Stock in order to implement the restrictions on transfer of the Acquiror Company Shares.

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SECTION V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

AND THE COMPANY PRINCIPAL SHAREHOLDER

The disclosure schedule attached hereto as Schedule III (the “ Company Disclosure Schedule ”) is divided into sections that correspond to the sections of this Section 5. The Company Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the sections of this Section 5. Except as Disclosed in the Company Disclosure Schedule, the Company and the Company Principal Shareholder, severally and not jointly, represents and warrants to the Acquiror Company and the Acquiror Company Principal Shareholder as follows:

5.1 Organization and Qualification . The Company is duly incorporated and validly existing under the laws of Delaware, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be so organized, existing and in good standing or to have such authority or power will not, in the aggregate, have a Material Adverse Effect. The Company is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification, licensing or domestication necessary, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect. Set forth on the Company Disclosure Schedule is a list of those jurisdictions in which the Company presently conducts its business, owns, holds and operates its properties and assets.

5.2 Subsidiaries . Except as set forth on Company Disclosure Schedule, the Company does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.

5.3 Organizational Documents . The copies of all of the Organizational Documents of the Company have been delivered to the Acquiror Company prior to the execution of this Agreement and such copies are true and complete and have not been amended or repealed. The Company is not in violation or breach of any of the provisions of its Organizational Documents.

5.4 Authorization and Validity of this Agreement . The Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Company is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Company is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the Acquiror Company. The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is a party have been duly authorized by all necessary corporate action and do not require from the Company Board or the Shareholders any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.

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5.5 No Violation . Neither the execution nor the delivery by the Company of this Agreement or any Transaction Document to which the Company is a party, nor the consummation or performance by the Company of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the Company; (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the imposition or creation of any Lien under, any agreement or instrument to which the Company is a party or by which the properties or assets of the Company are bound ; (c) contravene, conflict with, or result in a violation of, any Law or Order to which the Company, or any of the properties or assets owned or used by the Company, may be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held by the Company or that otherwise relate to the business of, or any of the properties or assets owned or used by, the Company, except, in the cases of clauses (b), (c) and (d), for any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect.

5.6 Binding Obligations . Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties hereto and thereto other than the Company, this Agreement and each of the Transaction Documents to which the Company is a party are duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.

5.7 Capitalization and Related Matters .

5.7.1 Capitalization of the Company . The capitalization of the Company is as set forth on the Company Disclosure Schedule. Except as set forth on the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the Company. The issuance of all of the Company’s outstanding securities has been in compliance with applicable state and federal laws. All issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. The owners of the securities of the Company own, and have good, valid and marketable title to, all the securities of the Company.

5.7.2 No Redemption Requirements . There are no outstanding contractual obligations (contingent or otherwise) of the Company to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in or securities of, the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

5.8 Shareholders . Schedule II contains a true and complete list of the names and addresses of the record and beneficial holders of all of the outstanding capital stock of the Company. Except as expressly provided in this Agreement, no holder of Shares or any other security of the Company or any other Person is entitled to any preemptive right, right of first refusal or similar right as a result of the issuance of the shares or otherwise. There is no voting trust, agreement or arrangement among any of the Shareholders of any capital stock of the Company affecting the exercise of the voting rights of any such capital stock.

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5.9 Compliance with Laws and Other Instruments . Except as would not have a Material Adverse Effect, the business and operations of the Company and its Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, the has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Company, and, to the knowledge of the Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, the Company is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Company is a party or by which any of the Company’s properties, assets or rights are bound or affected. To the knowledge of the Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Company, any event or circumstance relating to the Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

5.10 Certain Proceedings . There is no pending Proceeding that has been commenced against the Company and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated in this Agreement. To the Company’s knowledge, no such Proceeding has been threatened.

5.11 No Brokers or Finders . Except as disclosed in the Company Disclosure Schedule, no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and the Company will indemnify and hold the Acquiror Company harmless against any liability or expense arising out of, or in connection with, any such claim.

5.12 Title to and Condition of Properties . Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

5.13 Board Recommendation . The Company Board has, by unanimous written consent, determined that this Agreement and the transactions contemplated by this Agreement, are advisable and in the best interests of the Company and its Shareholders.

5.14 Intellectual Property . The Company and each of the Company Subsidiaries owns or possesses all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary for the conduct of its business as now conducted and as will be described in the Form 8-K without any conflict with the rights of others.

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5.15 Due Diligence . The Company has had the opportunity to perform all due diligence investigations of the Acquiror Company and its business that the Company has deemed necessary or appropriate and to ask all questions of the officers and directors of the Acquiror Company that the Company wished to ask. The Company has reviewed sufficient information to allow it to make the satisfactory evaluation on the merits and risks of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Acquiror Company set forth in this Agreement, on which each of the Shareholders have relied in making an exchange of his Shares of the Company for the Acquiror Company Shares.

5.16 Liabilities . Except as indicated in the financial statements to be filed in connection with the Company’s Form 8-K, and those incurred in the ordinary business hereto, since December 31, 2011, neither the Company or the Company Subsidiaries has incurred any external liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) which, individually or in the aggregate, are reasonably likely to cause a Material Adverse Effect.

5.17 Adverse Interest . No current officer, director or Person known to the Company or the Company Subsidiaries to be the record or beneficial owner in excess of 5% of such entity’s outstanding stock, is a party adverse to the Company or the Company Subsidiaries or has a material interest adverse to the Company or the Company Subsidiaries in any material pending Proceeding.

5.18 No Material Adverse Effect . Since December 31, 2011, the Company and the Company Subsidiaries has not suffered a Material Adverse Effect.

5.19. Form 8-K; Financial Statements . Except as set forth on the Company Disclosure Schedule, the Form 8-K, a draft of which was provided by the Company to the Acquiror Company prior to the Closing (“ Form 8-K ”), will comply in all material respects as of the filing date thereof with the requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Commission promulgated thereunder. All Material Company Contracts to which the Company is a party or to which the property or assets of the Company are subject will be included as exhibits to the Form 8-K to the extent required under the Exchange Act and the Securities Act, as applicable. The financial statements of the Company to be included in the Form 8-K will comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as of the time they are filed with the Commission and were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Company as at the dates thereof and the results of its operations and cash flows for the periods then ended. The disclosure set forth in the Form 8-K as of its filing date regarding the Company will be accurate in all material respects operations of the Company as it exists as of the date thereof.

SECTION VI

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY AND THE ACQUIROR COMPANY PRINCIPAL SHAREHOLDER

The disclosure schedule attached hereto as Schedule IV (the “ Acquiror Disclosure Schedule ”) is divided into sections that correspond to the sections of this Section 6. The Acquiror Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the sections of this Section 6. Except as Disclosed in the Acquiror Disclosure Schedule and/or the SEC Documents, the Acquiror Company, and the Acquiror Company Principal Shareholder, severally and not jointly, represent and warrant to each Shareholder and the Company as follows.

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6.1 Organization and Qualification . The Acquiror Company is duly organized, validly existing and in good standing under the laws of Nevada, has all requisite corporate authority and power, governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and to own, hold and operate its properties and assets as now owned, held and operated by it. The Acquiror Company is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned, held or operated makes such qualification, licensing or domestication necessary, except where the failure to be so duly qualified, licensed or domesticated and in good standing would not have a Material Adverse Effect. Acquiror Disclosure Schedule sets forth a true, correct and complete list of the Acquiror Company’s jurisdiction of organization and each other jurisdiction in which the Acquiror Company presently conducts its business or owns, holds and operates its properties and assets.

6.2 Subsidiaries . Except as disclosed in the Acquiror Disclosure Schedule, the Acquiror Company does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.

6.3 Organizational Documents . True, correct and complete copies of the Organizational Documents of the Acquiror Company have been delivered to the Company prior to the execution of this Agreement, and no action has been taken to amend or repeal such Organizational Documents since such date of delivery. The Acquiror Company is not in violation or breach of any of the provisions of its Organizational Documents.

6.4 Authorization . The Acquiror Company and the Acquiror Company Principal Shareholder have all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party and to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party. The execution, delivery and performance by the Acquiror Company and the Acquiror Company Principal Shareholder of this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party have been duly authorized by all necessary corporate action and do not, require from the Acquiror Company Board any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiror Company and the Acquiror Company Principal Shareholder of this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person other than such other customary filings with the Commission for transactions of the type contemplated by this Agreement and the Transaction Documents.

6.5 No Violation . Neither the execution nor the delivery by the Acquiror Company and the Acquiror Company Principal Shareholder of this Agreement or any Transaction Document to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party, nor the consummation or performance by the Acquiror Company and the Acquiror Company Principal Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the Acquiror Company; (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the imposition or creation of any Lien under, any agreement or instrument to which the Acquiror Company or the Acquiror Company Principal Shareholder is a party or by which the properties or assets of the Acquiror Company or the Acquiror Company Principal Shareholder is bound; (c) contravene, conflict with, or result in a violation of, any Law or Order to which the Acquiror Company or the Acquiror Company Principal Shareholder, or any of the properties or assets owned or used by the Acquiror Company or the Acquiror Company Principal Shareholder, may be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held by the

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Acquiror Company or the Acquiror Company Principal Shareholder or that otherwise relate to the business of, or any of the properties or assets owned or used by, the Acquiror Company or the Acquiror Company Principal Shareholder, except, in the case of clauses (b), (c), or (d), for any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect.

6.6 Binding Obligations . Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties hereto and thereto other than the Acquiror Company and the Acquiror Company Principal Shareholder, this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party are duly authorized, executed and delivered by the Acquiror Company and the Acquiror Company Principal Shareholder and constitutes the legal, valid and binding obligations of the Acquiror Company and the Acquiror Company Principal Shareholder, enforceable against the Acquiror Company and the Acquiror Company Principal Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

6.7 Securities Laws . Assuming the accuracy of the representations and warranties of the Shareholders, contained in Section 4 and Exhibits D and E, the issuance of the Acquiror Company Shares pursuant to this Agreement will be when issued and paid for in accordance with the terms of this Agreement issued in accordance with exemptions from the registration and prospectus delivery requirements of the Securities Act and the registration permit or qualification requirements of all applicable state securities laws.

6.8 Capitalization and Related Matters .

6.8.1 Capitalization . The capitalization of the Acquiror Company is as set forth in the Acquiror Disclosure Schedule. All issued and outstanding shares of the Acquiror Company’s securities are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights. At the Closing Date, the Acquiror Company will have sufficient authorized and unissued Acquiror Company’s Common Stock to consummate the transactions contemplated hereby. There are no outstanding options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Acquiror Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the Acquiror Company. The issuance of all of the shares of Acquiror Company’s Common Stock described in the Acquiror Disclosure Schedule have been in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of the Acquiror Company has any right to rescind or bring any other claim against the Acquiror Company for failure to comply under the Securities Act, or state securities laws.

6.8.2 No Redemption Requirements . There are no outstanding contractual obligations (contingent or otherwise) of the Acquiror Company to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, the Acquiror Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

6.8.3 Duly Authorized . The issuance of the Acquiror Company Shares has been duly authorized and, upon delivery to the Shareholders of certificates therefor in accordance with the terms of this Agreement, the Acquiror Company Shares will have been validly issued and fully paid, and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights and will be free and clear of all Liens and restrictions, other than Liens created by the Shareholders and restrictions on transfer imposed by this Agreement and the Securities Act.

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6.9 Compliance with Laws . The business and operations of the Acquiror Company have been and are being conducted in accordance with all applicable Laws and Orders. The Acquiror Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiror Company and, to the knowledge of the Acquiror Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. The Acquiror Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiror Company, any event or circumstance relating to the Acquiror Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiror Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby.

6.10 Certain Proceedings . There is no pending Proceeding that has been commenced against the Acquiror Company and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. To the knowledge of the Acquiror Company, no such Proceeding has been threatened.

6.11 No Brokers or Finders . Except as disclosed in Schedule 6.11, no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Acquiror Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and after the Closing, the Acquiror Company Principal Shareholder will indemnify and hold the Acquiror Company and the Company harmless against any liability or expense arising out of, or in connection with, any such claim.

6.12 Absence of Undisclosed Liabilities . Except as set forth on the Acquiror Disclosure Schedule or in the SEC Documents, as hereafter defined, the Acquiror Company has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the Acquiror Company) arising out of any transaction entered into at or prior to the Closing Date or any act or omission at or prior to the Closing Date, except to the extent set forth on the Acquiror Disclosure Schedule. Any and all debts, obligations or liabilities with respect to directors and officers of the Acquiror Company and of the Acquiror Company will be cancelled prior to the Closing. The Acquiror Company has not incurred any liabilities or obligations under agreements entered into, other than in the usual and ordinary course of business since December 31, 2011.

6.13 Changes . Except as set forth on Acquiror Disclosure Schedule or in the SEC Documents, the Acquiror Company has, conducted its business in the usual and ordinary course of business consistent with past practice and has not:

6.13.1 Ordinary Course of Business . Entered into any transaction other than in the usual and ordinary course of business, except for this Agreement and each of the Transaction Documents;

6.13.2 Adverse Changes . Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business or those that would not have a Material Adverse Effect;

6.13.3 Loans . Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the ordinary course of business;

6.13.4 Liens . Created or permitted to exist any Lien on any material property or asset of the Acquiror Company, other than Permitted Liens;

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6.13.5 Capital Stock . Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise;

6.13.6 Dividends . Declared, set aside, made or paid any dividend or other distribution to any of its stockholders;

6.13.7 Material Acquiror Company Contracts . Terminated or modified any Material Acquiror Company Contract, except for termination upon expiration in accordance with the terms thereof;

6.13.8 Claims . Released, waived or cancelled any claims or rights relating to or affecting the Acquiror Company in excess of US $10,000 in the aggregate or instituted or settled any Proceeding involving in excess of US $10,000 in the aggregate;

6.13.9 Discharged Liabilities . Paid, discharged or satisfied any claim, obligation or liability in excess of US $10,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the ordinary course of business;

6.13.10 Indebtedness . Created, incurred, assumed or otherwise become liable for any Indebtedness in excess of US $10,000 in the aggregate, other than professional fees;

6.13.11 Guarantees . Guaranteed or endorsed in a material amount any obligation or net worth of any Person;

6.13.12 Acquisitions . Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;

6.13.13 Accounting . Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than as required by GAAP;

6.13.14 Agreements . Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

6.14 Material Acquiror Company Contracts . The Acquiror Company has provided to the Company, prior to the date of this Agreement, true, correct and complete copies of each written Material Acquiror Company Contract, including each amendment, supplement and modification thereto.

6.14.1 No Defaults . Each Material Acquiror Company Contract is a valid and binding agreement of the Acquiror Company that is party thereto, and is in full force and effect. The Acquiror Company is not in breach or default of any Material Acquiror Company Contract to which it is a party and, to the knowledge of the Acquiror Company, no other party to any Material Acquiror Company Contract is in breach or default thereof. No event has occurred or circumstance exists that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Acquiror Company Contract or (b) permit the Acquiror Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Acquiror Company Contract. The Acquiror Company has not received notice of the pending or threatened cancellation, revocation or termination of any Material Acquiror Company Contract to which it is a party. There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Acquiror Company Contract.

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6.15 Employees .

6.15.1 Except as set forth on Acquiror Disclosure Schedule or the SEC Documents, the Acquiror Company has no employees, independent contractors or other Persons providing services to them. Except as would not have a Material Adverse Effect, the Acquiror Company is in full compliance with all Laws regarding employment, wages, hours, benefits, equal opportunity, collective bargaining, the payment of Social Security and other taxes, and occupational safety and health. The Acquiror Company is not liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Laws.

6.15.2 No director, officer or employee of the Acquiror Company is a party to, or is otherwise bound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any other Person that in any way adversely affects or will materially affect (a) the performance of his or her duties as a director, officer or employee of the Acquiror Company or (b) the ability of the Acquiror Company to conduct its business. Except as set forth on the Acquiror Disclosure Schedule, each employee of the Acquiror Company is employed on an at-will basis and the Acquiror Company does not have any contract with any of its employees which would interfere with its ability to discharge its employees.

6.16 Tax Returns and Audits .

6.16.1 Tax Returns . The Acquiror Company has filed all material Tax Returns required to be filed (if any) by or on behalf of the Acquiror Company and has paid all material Taxes of the Acquiror Company required to have been paid (whether or not reflected on any Tax Return). No Governmental Authority in any jurisdiction has made a claim, assertion or threat to the Acquiror Company that the Acquiror Company is or may be subject to taxation by such jurisdiction; there are no Liens with respect to Taxes on the Acquiror Company’s property or assets other than Permitted Liens; and there are no Tax rulings, requests for rulings, or closing agreements relating to the Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof.

6.16.2 No Adjustments, Changes . Neither the Acquiror Company nor any other Person on behalf of the Acquiror Company (a) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law.

6.16.3 No Disputes . There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of the Acquiror Company, nor is any such claim or dispute pending or contemplated. The Acquiror Company has delivered to the Company true, correct and complete copies of all Tax Returns and examination reports and statements of deficiencies assessed or asserted against or agreed to by the Acquiror Company, if any, since its inception and any and all correspondence with respect to the foregoing.

6.16.4 Not a U.S. Real Property Holding Corporation . The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

6.16.5 No Tax Allocation, Sharing . The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

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6.16.6 No Other Arrangements . The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code. The Acquiror Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code. The Acquiror Company does not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning of Section 168(g) or (h), respectively of the Code. The Acquiror Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter. During the last two years, the Acquiror Company has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code. The Company is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.

6.17 Material Assets . The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.

6.18 Litigation; Orders . There is no Proceeding (whether federal, state, local or foreign) pending or, to the knowledge of the Acquiror Company, threatened against or affecting the Acquiror Company or any of Acquiror Company’s properties, assets, business or employees. To the knowledge of the Acquiror Company, there is no fact that might result in or form the basis for any such Proceeding. The Acquiror Company is not subject to any Orders.

6.19 Licenses . The Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for the Acquiror Company to engage in its business as currently conducted and to permit the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, “ Acquiror Company Permits ”). The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for the Acquiror Company to engage in its business as currently conducted and to permit the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. The Acquiror Company Permits are valid and in full force and effect. No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

6.20 Interested Party Transactions . Except as set forth on the Acquiror Disclosure Schedule or the SEC Documents, no officer, director or stockholder of the Acquiror Company or any Affiliate or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such Person, has or has had, either directly or indirectly, (1) an interest in any Person which (a) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by the Acquiror Company, or (b) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish the Acquiror Company any goods or services; or (2) a beneficial interest in any contract or agreement to which the Acquiror Company is a party or by which it may be bound or affected.

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6.21 Governmental Inquiries . The Acquiror Company has provided to the Company a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Acquiror Company from any Governmental Authority, and the Acquiror Company’s response thereto, and each material written statement, report or other document filed by the Acquiror Company with any Governmental Authority.

6.22 Bank Accounts and Safe Deposit Boxes . Except as set forth on the Acquiror Disclosure Schedule, the Acquiror Company does not have any bank or other deposit or financial account, nor does the Acquiror Company have any lock boxes or safety deposit boxes.

6.23 Intellectual Property . The Acquiror Company does not own, use or license any Intellectual Property in its business as presently conducted.

6.24 Title to Properties . The Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases the rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens.

6.25 SEC Documents; Financial Statements . Except as set forth on the Acquiror Disclosure Schedule, the Acquiror Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three (3) years preceding the date hereof (or such shorter period as the Acquiror Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the “ SEC Documents ”). As of their respective dates, the SEC Documents and any registration statements filed under the Securities Act (the “ Registration Statements ”) complied in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents or Registration Statements, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All Material Acquiror Company Contracts to which the Acquiror Company is a party or to which the property or assets of the Acquiror Company are subject have been appropriately filed as exhibits to the SEC Documents and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, as applicable. The financial statements of the Acquiror Company included in the Registration Statement and the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Acquiror Company as at the dates thereof and the results of its operations and cash flows for the periods then ended. The Acquiror Company was originally organized as a bona fide operating business without any pre-existing plan or strategy that the Acquiror Company would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Documents and Registration Statements regarding the Acquiror Company’s business is current and complete and accurately reflects operations of the Acquiror Company as it exists as of the date hereof.

6.26 Stock Option Plans; Employee Benefits .

6.26.1 The Acquiror Company has no stock option plans providing for the grant by the Acquiror Company of stock options to directors, officers or employees.

6.26.2 The Acquiror Company has no employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided the Acquiror Company.

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6.26.3 Neither the consummation of the transactions contemplated hereby alone, nor in combination with another event, with respect to each director, officer, employee and consultant of the Acquiror Company, will result in (a) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from the Acquiror Company, (b) any increase in the amount of compensation or benefits payable to any such individual or (c) any acceleration of the vesting or timing of payment of compensation payable to any such individual. No agreement, arrangement or other contract of the Acquiror Company provides benefits or payments contingent upon, triggered by, or increased as a result of a change in the ownership or effective control of the Acquiror Company.

6.27 Money Laundering Laws . The operations of the Acquiror Company is and has been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”) and no Proceeding involving the Acquiror Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Acquiror Company, threatened.

6.28 Board Recommendation . The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

SECTION VII

COVENANTS OF THE ACQUIROR COMPANY

7.1 SEC Documents . From and after the Closing Date, in the event the Commission notifies the Acquiror Company of its intent to review any SEC Document filed prior to the Closing Date or the Acquiror Company receives any oral or written comments from the Commission with respect to any SEC Document filed prior to the Closing Date or any disclosure regarding the Acquiror Company’s business or operations, as in existence through the date hereof in any SEC Document or registration statement filed after the Closing Date, the Acquiror Company shall promptly notify the Acquiror Company Principal Shareholder and the Acquiror Company Principal Shareholder shall fully cooperate with the Acquiror Company in connection with such review and response.

7.2 Schedule 14(f) Information Statement . As soon as practicable following the Closing Date, the Acquiror Company will file and mail a Schedule 14(f) information statement to the stockholders of record of the Acquiror Company.

7.3 Form 8-K . As soon as practicable following the Closing Date, the Acquiror Company shall file the Form 8-K.

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SECTION VIII

COVENANTS AND AGREEMENTS OF THE PARTIES

8.1 Corporate Examinations and Investigations . Prior to the Closing, each party shall be entitled, through its employees and representatives, to make such investigations and examinations of the books, records and financial condition of the Company and the Acquiror Company (and any Subsidiary) as each party may reasonably request. In order that each party may have the full opportunity to do so, the Company and the Acquiror Company, the Company Principal Shareholder and the Acquiror Company Principal Shareholder shall furnish each party and its representatives during such period with all such information concerning the affairs of the Company or the Acquiror Company or any Subsidiary as each party or its representatives may reasonably request and cause the Company or the Acquiror Company and their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with each party’s representatives in connection with such review and examination and to make full disclosure of all information and documents requested by each party and/or its representatives. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances, it being agreed that any examination of original documents will be at each party’s premises, with copies thereof to be provided to each party and/or its representatives upon request.

8.2 Cooperation; Consents . Prior to the Closing, each party shall cooperate with the other parties and shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other Persons the consent or approval of which, or the license or permit from which is required for the consummation of the Share Exchange and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

8.3 Conduct of Business . Subject to the provisions hereof, from the date hereof through the Closing, each of the Company, the Acquiror Company, the Acquiror Company Principal Stockholder and the Company Principal Stockholder shall (i) conduct its business in the ordinary course and in such a manner so that the representations and warranties contained herein shall continue to be true and correct in all material respects as of the Closing as if made at and as of the Closing and (ii) not enter into any material transactions or incur any material liability (except in the ordinary course of its business) not required or specifically contemplated hereby, without first obtaining the written consent of the Company and the holders of a majority of voting stock of the Company, on the one hand, and the Acquiror Company and the holders of a majority of the Acquiror Company Common Stock, on the other hand. Without the prior written consent of the Company, the Shareholders, the Company Principal Shareholder, the Acquiror Company or the Acquiror Company Principal Shareholder, except as required or specifically contemplated hereby, each party shall not undertake or fail to undertake any action if such action or failure would render any warranties and representations of such party untrue in any material respect as of the Closing.

8.4 Litigation . From the date hereof through the Closing, each party hereto shall promptly notify the representative of the other parties of any known Proceeding which after the date hereof are threatened or commenced against such party or any of its affiliates or any officer, director, employee, consultant, agent or shareholder thereof, in their capacities as such, which, if decided adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or prospects of either the Company or the Acquiror Company or any of their respective Subsidiaries.

8.5 Notice of Default . From the date hereof through the Closing, each party hereto shall give to the representative of the other parties prompt written notice of the occurrence or existence of any event, condition or circumstance occurring which would constitute a violation or breach of this Agreement by such party or which would render inaccurate in any material respect any of such party’s representations or warranties herein.

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8.6 Public Disclosure . Except to the extent previously disclosed or to the extent the parties are required by applicable law or regulation to make disclosure, prior to Closing, no party shall issue any statement or communication to the public regarding the transaction contemplated herein without the consent of the other party, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the transaction, it shall, if possible, immediately notify the other party prior to such disclosure and provide the opportunity for the other party to make reasonable comments to such disclosure.

8.7 Assistance with Post-Closing SEC Reports and Inquiries . Upon the reasonable request of the Company, after the Closing Date, the Acquiror Company Principal Shareholder shall use its reasonable best efforts to provide such information available to it, including information, filings, reports, financial statements or other circumstances of the Acquiror Company occurring, reported or filed prior to the Closing, as may be necessary or required by the Acquiror Company for the preparation of the post-Closing Date reports that the Acquiror Company is required to file with the Commission to remain in compliance and current with its reporting requirements under the Exchange Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any Commission comments relating thereto or any Commission inquiry thereof.

8.8 Transfers . Except as contemplated by the Transaction Documents from the date hereof through the Closing, the Acquiror Company Principal Shareholder will not sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the shares of the Acquiror Company owned by it as set forth in the Acquiror Disclosure Schedule and the Shareholders will not sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Shares.

SECTION IX

CONDITIONS PRECEDENT OF THE ACQUIROR COMPANY

The Acquiror Company’s obligation to acquire the Shares and to take the other actions required to be taken by the Acquiror Company at the Closing Date is subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by the Acquiror Company, in whole or in part):

9.1 Accuracy of Representations . The representations and warranties of the Company, the Company Principal Shareholder and the Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule. The representations and warranties of the Company and the Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are qualified as to materiality shall be true and correct in all respects as of the date of this Agreement, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.

9.2 No Force Majeure Event . There shall not have been any delay, error, failure or interruption in the conduct of the business of the Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.

9.3 Consents . All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company and/or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation by them of the transactions contemplated by this Agreement, shall have been obtained and made by the Company or the Shareholders, as the case may be, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on the Company or the Acquiror Company.

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9.4 Certificate of Officer . The Company will have delivered to the Acquiror Company a certificate executed by an officer of the Company, certifying the satisfaction of the conditions specified in Sections 9.1, 9.2, and 9.3 relating to the Company.

9.5 Certificate of Shareholders and Company Principal Shareholder . As soon as reasonably practicable following the Closing Date, each Shareholder and Company Principal Shareholder shall deliver to the Acquiror Company a certificate executed by such individual, if a natural person, or an authorized officer of the entity, if an entity, certifying the satisfaction of the conditions specified in Section 9.1 relating to such Shareholder or Company Principal Shareholder.

9.6 Documents . The Company, the Company Principal Shareholder and the Shareholders must, except as provided below, deliver to the Acquiror Company at the Closing:

9.6.1 as soon as reasonably practicable following the Closing Date, share certificates evidencing the number of Shares held by each Shareholder (as set forth in Exhibit A), along with executed share transfer forms transferring such Shares to the Acquiror Company together with a certified copy of a board resolution of the Company approving the registration of the transfer of such shares to Acquiror Company (subject to Closing and payment of stamp duty);

9.6.2 each of the Transaction Documents to which the Company, the Company Principal Shareholder and/or the Shareholders is a party, duly executed;

9.6.3 such other documents as the Acquiror Company may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the Company, the Company Principal Shareholder and the Shareholders pursuant to Section 9.1, (B) evidencing the performance of, or compliance by the Company, the Company Principal Shareholder and the Shareholders with, any covenant or obligation required to be performed or complied with by the Company, the Company Principal Shareholder or the Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Section 9, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

9.7 No Proceedings . There must not have been commenced or threatened against the Acquiror Company, the Company or any Shareholder, or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Closing Date) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement.

9.8 No Claim Regarding Stock Ownership or Consideration . There must not have been made or threatened by any Person, other than persons listed on Schedule I hereto, any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

9.9 Form 8-K . The Company and the Company Principal Shareholder must deliver to the Acquiror Company a draft of the Form 8-K describing the transaction contemplated by the Transaction Documents.

9.10 Contemporaneous Financing . The consummation of a private placement of the Acquiror Company equity securities in an amount not less than $525,000.

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SECTION X

CONDITIONS PRECEDENT OF THE COMPANY,

THE COMPANY PRINCIPAL SHAREHOLDER

AND THE SHAREHOLDERS

The Shareholders’ obligation to transfer the Shares and the obligations of the Company and the Company Principal Shareholder to take the other actions required to be taken by the Company and the Company Principal Shareholder in advance of or at the Closing Date are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by the Company, the Company Principal Shareholder and the Shareholders jointly, in whole or in part):

10.1 Accuracy of Representations . The representations and warranties of the Acquiror Company and Acquiror Company Principal Shareholder set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule. The representations and warranties of the Acquiror Company and Acquiror Company Principal Shareholder set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are qualified as to materiality shall be true and correct in all respects as of the date of this Agreement, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.

10.2 No Force Majeure Event . There shall not have been any delay, error, failure or interruption in the conduct of the business of the Acquiror Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.

10.3 Consents .

10.3.1 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Acquiror Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror Company, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on the Company or the Acquiror Company.

10.3.2 Without limiting the foregoing, the Schedule 14(f) Filing shall have been prepared to be filed with the Commission by the Acquiror Company after the Closing Date.

10.4 Certificate of Officer . The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

10.5 Certificate of Acquiror Company Principal Shareholder . The Acquiror Company Principal Shareholder will have delivered to the Company a certificate, dated the Closing Date, executed by such Acquiror Company Principal Shareholder, certifying the satisfaction of the conditions specified in Section 10.1 relating to the Acquiror Company Principal Shareholder.

10.6 Documents . The Acquiror Company must have caused the following documents to be delivered to the Company and/or the Shareholders:

10.6.1 share certificates evidencing each Shareholder’s pro rata share of the Acquiror Company Shares (as set forth in Exhibit A );

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10.6.2 a Secretary’s Certificate, dated the Closing Date certifying attached copies of (A) the Organizational Documents of the Acquiror Company, (B) the resolutions of the Acquiror Company Board approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of the Acquiror Company signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror Company is a party;

10.6.3 a Certificate of Good Standing of the Acquiror Company that is dated within five (5) business days of the Closing;

10.6.4 each of the Transaction Documents to which the Acquiror Company is a party, duly executed;

10.6.5 the resignation of Harvey Judkowitz as an officer of the Acquiror Company on the Closing Date;

10.6.6 Acquiror Company Board Resolutions (i) increasing the size of the board to five (5) members, (ii) appointing Warren C. Lau to serve as a member of the Acquiror Company Board and as President and Chief Executive Officer, (iii) appointing Oscar Bronsther to serve as Chief Medical Officer and Daniel Schneiderman to serve as Vice President and Controller and (iv) nominating Oscar Bronsther to serve as a member and Chairman of the Acquiror Company Board and each of David N. Siegel, Patrick T. Mooney and Johan M. (Thijs) Spoor to serve as a member of the Acquiror Company Board, with such appointments to be effective on the Effective Time.

10.6.7 a statement from the Acquiror Company’s transfer agent regarding the number of issued and outstanding shares of common stock immediately before the Closing; and

10.6.8 such other documents as the Company may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty of the Acquiror Company pursuant to Section 10.1, (ii) evidencing the performance by the Acquiror Company of, or the compliance by the Acquiror Company with, any covenant or obligation required to be performed or complied with by the Acquiror Company, (iii) evidencing the satisfaction of any condition referred to in this Section 10, or (iv) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement.

10.7 No Proceedings . Since the date of this Agreement, there must not have been commenced or threatened against the Acquiror Company, the Company or any Shareholder, or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the date of this Agreement) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereby.

10.8 No Claim Regarding Stock Ownership or Consideration . There must not have been made or threatened by any Person, other than persons listed on Schedule I hereto any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Acquiror Company Common Stock or any other stock, voting, equity, or ownership interest in, the Acquiror Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

10.9 No Liability . There must not be any outstanding obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of the Acquiror Company, whether or not known to the Acquiror Company.

10.10 Conversion of Debt to Equity . All outstanding debt of the Acquiror Company shall have been converted into such number of shares of Acquiror Company Common Stock such that there will be 840,000 shares of Acquiror Company Common Stock outstanding immediately prior to the Closing Date.

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SECTION XI

INDEMNIFICATION; REMEDIES

11.1 Survival . All representations, warranties, covenants, and obligations in this Agreement shall expire twenty-four (24) months following the date this Agreement is executed (the “Survival Period”). The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

11.2 Indemnification by the Acquiror Company Principal Shareholder . From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company, the Company and the Shareholders (collectively, the “ Company Indemnified Parties ”), from and against any damages arising, directly or indirectly, from or in connection with:

11.2.1 any breach of any representation or warranty made by the Acquiror Company or the Acquiror Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Acquiror Company pursuant to this Agreement;

11.2.2 any breach by the Acquiror Company or the Acquiror Company Principal Shareholder of any covenant or obligation of the Acquiror Company in this Agreement or any Transaction Document required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date; or

11.2.3 any and all losses, claims, damages, or liabilities against the Acquiror Company or the Acquiror Company Principal Shareholder, occurring on or prior to the Closing Date which are not previously disclosed.

Notwithstanding anything to the contrary contained herein, the Acquiror Company and the Acquiror Company Principal Shareholder’s total indemnification obligations under this Section 11 shall be limited to and shall not under any circumstances exceed US $50,000.

11.3 Indemnification by the Acquiror Company and Company Principal Shareholder . From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company and Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company Principal Shareholder (except with respect to any claims arising pursuant to Section 11.3.3 below with regard to any claim against the Acquiror Company Principal Shareholder) and the Acquiror Company’s officers, directors and agents, who are acting immediately before the Closing Date (collectively, the “ Acquiror Indemnified Parties ”), from and against any damages arising, directly or indirectly, from or in connection with:

11.3.1 any breach of any representation or warranty made by the Company or the Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Company or the Company Principal Shareholder pursuant to this Agreement;

11.3.2 any breach by the Company or the Company Principal Shareholder of any covenant or obligation of the Company or the Company Principal Shareholder in this Agreement or any Transaction Document required to be performed by the Company or the Company Principal Shareholder on or prior to the Closing Date or after the Closing Date or by the Acquiror Company after the Closing Date; or

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11.3.3 any and all losses, claims, damages, or liabilities against the Company Principal Shareholder, occurring on or after the Closing Date.

Notwithstanding anything to the contrary contained herein, the Acquiror Company and the Company Principal Shareholder’s total indemnification obligations under this Section 11 shall be limited to and shall not under any circumstances exceed US $50,000.

11.4 Breach by the Shareholders or the Company Principal Shareholder . Nothing in this Section 11 shall limit the Acquiror Company’s right to pursue any appropriate legal or equitable remedy against any Shareholder or Company Principal Shareholder with respect to any damages from and after the execution of this Agreement, until the expiration of the Survival Period arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder or Company Principal Shareholder of any representation or warranty made by such Shareholder or Company Principal Shareholder in this Agreement or in any certificate delivered by such Shareholder or Company Principal Shareholder pursuant to this Agreement or (b) any breach by such Shareholder or Company Principal Shareholder of any covenants or obligation in this Agreement required to be performed on or prior to the Closing Date or after the Closing Date. All claims of the Acquiror Company pursuant to this Section 11.4 shall be brought by the Acquiror Company Principal Shareholder on behalf of the Acquiror Company and those Persons who were stockholders of the Acquiror Company immediately prior to the Closing Date.

SECTION XII

GENERAL PROVISIONS

12.1 Expenses . Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement, including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.

12.2 Public Announcements . The Acquiror Company shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. The Acquiror Company shall also file with the Commission the Form 8-K describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date. Prior to the Closing Date, the Company and the Acquiror Company shall consult with each other with respect to the Form 8-K, the press release and any other press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party.

12.3 Confidentiality .

12.3.1 The Acquiror Company, the Acquiror Company Principal Shareholder, the Shareholders and the Company will maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other information obtained in confidence from another party in connection with this Agreement or the transactions contemplated by this Agreement, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any required filing with the Commission, or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.

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12.3.2 In the event that any party is required to disclose any information of another party pursuant to clause (b) or (c) of Section 12.3.1, the party requested or required to make the disclosure (the “ disclosing party ”) shall provide the party that provided such information (the “ providing party ”) with prompt notice of any such requirement so that the providing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 12.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by the providing party, the disclosing party is nonetheless, in the opinion of counsel, legally compelled to disclose the information of the providing party, the disclosing party may, without liability hereunder, disclose only that portion of the providing party’s information which such counsel advises is legally required to be disclosed, provided that the disclosing party exercises its reasonable efforts to preserve the confidentiality of the providing party’s information, including, without limitation, by cooperating with the providing party to obtain an appropriate protective order or other relief assurance that confidential treatment will be accorded the providing party’s information.

12.3.3 If the transactions contemplated by this Agreement are not consummated, each party will return or destroy all of such written information each party has regarding the other party.

12.4 Notices . All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 12.4), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable.

	If to Acquiror Company: Photovoltaic Solar Cells, Inc. 61Broadway, 32nd. Floor New York, NY 10006 Telephone No.: (212) 930-9700 Facsimile No.: 212-930-9725		with a copy, which shall not constitute notice, to: Silvestre Law Group, P.C. 31200 Via Colinas, Suite 200 Westlake Village, CA 91362 Telephone No.: 818-597-7552 Facsimile No.: 818-597-7551

	If to the Company: MetaStat, Inc. 4 Autumnwood Court The Woodlands, TX 77380 Attention: Warren C. Lau, President and CEO Telephone No.: (281) 363-0003 Facsimile No. (281) 292-9224		with a copy, which shall not constitute notice, to: Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Attention: David J. Levine, Esq. Telephone No.: 212-407-4923 Facsimile No.: 212-818-1184

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12.5 Arbitration . Any dispute or controversy under this Agreement shall be settled exclusively by arbitration in the City of New York, County of New York in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction.

12.6 Further Assurances . The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

12.7 Waiver . The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

12.8 Entire Agreement and Modification . This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.

12.9 Assignments, Successors, and No Third-Party Rights . No party may assign any of its rights under this Agreement without the prior consent of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties. Except as set forth in Section 11.3 hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

12.10 Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.11 Section Headings, Construction . The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

12.12 Governing Law . This Agreement will be governed by the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction.

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12.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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COUNTERPART SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.

Acquiror Company: Photovoltaic Solar Cells, Inc. Signed: /s/ Harvey Judkowitz Printed name: Harvey Judkowitz Title: President	Acquiror Company Principal Shareholder: Waterford Capital Acquisition Co. IX, LLC Signed: /s/ Craig Rosato Printed name: Craig Rosato

Company: MetaStat, Inc. Signed: /s/ Warren C. Lau Printed name: Warren C. Lau Title: President and CEO	Company Principal Shareholder: Signed: /s/ Warren C. Lau Printed name: Warren C. Lau

[Signatures Continue]

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COUNTERPART SIGNATURE PAGE

(FOR ISSUANCES TO AN ENTITY PURSUANT TO REGULATION S)

IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.

ENTITY NAME:

By: ______________________

Name: ____________________

Title: _____________________

OFFSHORE DELIVERY INSTRUCTIONS:

PRINT EXACT NAME IN WHICH YOU WANT

THE SECURITIES TO BE REGISTERED

Attn: ______________________

Address: ______________________

Phone No. ______________________

Facsimile No. ______________________

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COUNTERPART SIGNATURE PAGE

(FOR ISSUANCES TO AN INDIVIDUAL PURSUANT TO REGULATION S)

IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.

Name:______________________

OFFSHORE DELIVERY INSTRUCTIONS:

PRINT EXACT NAME IN WHICH YOU WANT

THE SECURITIES TO BE REGISTERED

Attn: ______________________

Address: ______________________

Phone No. ______________________

Facsimile No. ______________________

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COUNTERPART SIGNATURE PAGE

(FOR ISSUANCES TO AN ENTITY PURSUANT TO SECTION 4(2))

IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.

ENTITY NAME:

By:______________________

Name:______________________

Title:______________________

Circle the category under which you are an “accredited investor” pursuant to Exhibit B:

1 2 3 7 8

PRINT EXACT NAME IN WHICH YOU WANT

THE SECURITIES TO BE REGISTERED

Attn: ______________________

Address: ______________________

Phone No. ______________________

Facsimile No. ______________________

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COUNTERPART SIGNATURE PAGE

(FOR ISSUANCES TO AN INDIVIDUAL PURSUANT TO SECTION 4(2))

IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.

Name: ______________________

Circle the category under which you are an “accredited investor” pursuant to Exhibit B:

4 5 6

PRINT EXACT NAME IN WHICH YOU WANT

THE SECURITIES TO BE REGISTERED

Attn: ______________________

Address: ______________________

Phone No. ______________________

Facsimile No.______________________

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SCHEDULE I

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SCHEDULE II

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SCHEDULE III

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SCHEDULE IV

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EXHIBIT A

SHARES AND ACQUIROR COMPANY SHARES TO BE EXCHANGED

Holders	Shares Exchanged		Shares of Acquiror Company to be Received
Matthew Balk		715,000		1,573,000
Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University		522,837		1,150,242
MKM Opportunity Master Fund, Ltd.		469,999		1,033,998
Daniel Balk		420,000		924,000
David Balk		420,000		924,000
Warren C. Lau		400,000		880,000
Massachusetts Institute of Technology		374,874		824,723
Jason Adelman		346,667		762,668
IFO Regina Elena Cancer Institute		348,560		766,832
David Siegel		262,500		577,500
Marsha Bronsther		216,667		476,668
Michael Goldberg		210,000		462,000
Frank Gertler, Ph.D.		186,178		409,592
Richard Hoffman		167,500		368,500
One East Partners Master LP		166,667		366,668
One East Partners Opportunities LP		166,667		366,668
Cornell University		174,279		383,414
Andrew Mitchell		165,000		363,000
Daniel Schneiderman		162,500		357,500
Richard Melnick		157,500		346,500
Julia Balk		150,000		330,000
Jonathan Balk		136,500		300,300
Cass G. Adelman Cust. Jasper G Adelman UTMA NY		135,000		297,000
Cass G. Adelman Cust. Philippa G Adelman UTMA NY		125,000		275,000
Robert Bernstein		115,000		253,000
Elliot Groffman		108,333		238,333
David Wiener		105,000		231,000
Chaim Davis		105,000		231,000
Craig Pierson		105,000		231,000
David & Marilyn Balk JTWROS		105,000		231,000
Pat Mooney		105,000		231,000
Rob Nathan		105,000		231,000
Sean R. Campbell		105,000		231,000
David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff		78,750		173,250
David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff		78,750		173,250
Elizabeth A. Lau		60,000		132,000
Travis R. Lau		60,000		132,000
Matthew Levine		45,334		99,735
Kate Wiener Rev. Trust		33,334		73,335
Narang Family Partnership LP		33,333		73,333
David Wiener Rev. Trust		33,333		73,333
Stephen M. Wolf		33,333		73,333
Steve Golden		33,333		73,333
Barry A. Silkowitz		25,000		55,000
David N. Siegel Revocable Trust dated April 7, 2010		24,667		54,268
Katherine Wiener		16,667		36,668
Hyannis Port Capital, Inc. (John B. Wilson)		16,667		36,668
Jeff Hermanson		16,667		36,668
Revach Fund, LP		16,667		36,668
Scott Campbell		15,000		33,000
Rowan Campbell		13,334		29,335
Alberto M. Sutton 1999 Investment Trust		13,334		29,335
Steven Ostrofsky		13,334		29,335
Stuart E. Katz, M.D., Carmen Scoseria Katz, JTWROS		13,000		28,600
Jonanthan Balk Cust. UTMA/UGMA Amara Balk		10,500		23,100
Jonanthan Balk Cust. UTMA/UGMA Dharma Balk		10,500		23,100
David Wiener cust Hans Wiener		10,000		22,000
David Wiener cust Weston Wiener		10,000		22,000
David Wiener cust Enzo Wiener		10,000		22,000
James H. Engen		10,000		22,000
Emily Sara Siegal 1999 Trust		8,000		17,600
Roger Sherman		7,000		15,400
The Elliot Sutton 1999 Investment Trust		6,667		14,668
Johan M. Spoor		6,667		14,668
Mark Eugene Reaman		6,666		14,666
Robert M. Bernstein IRA		5,000		11,000
J. Bradley Engen		5,000		11,000
Ryan H. Engen		5,000		11,000
Tim Engen		3,333		7,333
Mark Wierenga		3,333		7,333
Totals		8,349,731		18,369,421

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EXHIBIT B

Definition of “Accredited Investor”

The term “ accredited investor ” means:

(1)

A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “ Investment Company Act ”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of US $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of US $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

(2)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(3)	An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US $5,000,000.

(4)	A director or executive officer of the Acquiror Company.

(5)	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds US $1,000,000.

(6)	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

(7)

A trust, with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment).

(8)	An entity in which all of the equity owners are accredited investors. (If this alternative is checked, the Shareholder must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an accredited investor.)

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EXHIBIT C

Definition of “U.S. Person”

(1)	“ U.S. person ” (as defined in Regulation S) means:

(i)

Any natural person resident in the United States;

(ii)

Any partnership or corporation organized or incorporated under the laws of the United States;

(iii)

Any estate of which any executor or administrator is a U.S. person;

(iv)

Any trust of which any trustee is a U.S. person;

(v)

Any agency or branch of a foreign entity located in the United States;

(vi)

Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii)

Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii)

Any partnership or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

(2)

Notwithstanding paragraph (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “ U.S. person. ”

(3)	Notwithstanding paragraph (1), any estate of which any professional fiduciary acting as executor or administrator is a U.S. person shall not be deemed a U.S. person if:

(i)

An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(ii)

The estate is governed by foreign law.

(4)

Notwithstanding paragraph (1), any trust of which any professional fiduciary acting as trustee is a U.S. person shall not be deemed a U.S. person if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.

(5)	Notwithstanding paragraph (1), an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. person.

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(6)	Notwithstanding paragraph (1), any agency or branch of a U.S. person located outside the United States shall not be deemed a “ U.S. person ” if:

(i)

The agency or branch operates for valid business reasons; and

(ii)

The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

(7)

The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “ U.S. persons. ”

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EXHIBIT D

ACCREDITED INVESTOR REPRESENTATIONS

Each of the Shareholders indicating that it is an Accredited Investor, severally and not jointly, further represents and warrants to the Acquiror Company as follows:

1.	Such person or entity qualifies as an Accredited Investor on the basis set forth on its signature page to this Agreement.

2.	Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Shareholder’s interests in connection with the transactions contemplated by this Agreement.

3.	Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Company Shares.

4.	Such person or entity understands the various risks of an investment in the Acquiror Company Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Company Shares.

5.	Such person or entity has had access to the Acquiror Company’s publicly filed reports with the SEC.

Such person or entity has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Acquiror Company Shares.

7.	Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror Company Shares.

8.	Such person or entity is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the Acquiror Company, other than those contained in this Agreement.

9.	Such person or entity is acquiring the Acquiror Company Shares for such person’s or entity’s, as the case may be, own account, for investment and not for distribution or resale to others.

10.	Such person or entity will not sell or otherwise transfer the Acquiror Company Shares, unless either (a) the transfer of such securities is registered under the Securities Act or (b) an exemption from registration of such securities is available.

11.	Such person or entity understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Company Shares for sale under the Securities Act.

12.	Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Acquiror Company Shares substantially in the form set forth in Section 4.2.5(a).

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13.	Such person or entity represents that the address furnished on its signature page to this Agreement and in Exhibit A is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.

14.

Such person or entity understands and acknowledges that the Acquiror Company Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.

15.	Such person or entity acknowledges that the representations, warranties and agreements made by such person or entity herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Company Shares.

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EXHIBIT E

NON U.S. PERSON REPRESENTATIONS

Each Shareholder indicating that it is not a U.S. person, severally and not jointly, further represents and warrants to the Acquiror Company as follows:

16.	At the time of (a) the offer by the Acquiror Company and (b) the acceptance of the offer by such person or entity, of the Acquiror Company Shares, such person or entity was outside the United States.

17.	No offer to acquire the Acquiror Company Shares or otherwise to participate in the transactions contemplated by this Agreement was made to such person or entity or its representatives inside the United States.

18.	Such person or entity is not purchasing the Acquiror Company Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.

19.

Such person or entity will make all subsequent offers and sales of the Acquiror Company Shares either (x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Acquiror Company Shares to any U.S. person or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “ Distribution Compliance Period ”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act.

20.	Such person or entity is acquiring the Acquiror Company Shares for such Shareholder’s own account, for investment and not for distribution or resale to others.

21.	Such person or entity has no present plan or intention to sell the Acquiror Company Shares in the United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Acquiror Company Shares and is not acting as a Distributor of such securities.

22.

Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Acquiror Company Shares at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities Act.

23.	Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Acquiror Company Shares substantially in the form set forth in Section 4.2.5(b).

24.	Such person or entity is not acquiring the Acquiror Company Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.

25.	Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions contemplated by this Agreement.

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26.	Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Company Shares.

27.	Such person or entity understands the various risks of an investment in the Acquiror Company Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Company Shares.

28.	Such person or entity has had access to the Acquiror Company’s publicly filed reports with the SEC.

29.

30.	Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror Company Shares.

31.	Such person or entity is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the Acquiror Company, other than those contained in this Agreement.

32.	Such person or entity will not sell or otherwise transfer the Acquiror Company Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available.

33.	Such person or entity understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Company Shares for sale under the Securities Act.

34.	Such person or entity represents that the address furnished on its signature page to this Agreement and in Exhibit A is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.

35.

36.	Such person or entity acknowledges that the representations, warranties and agreements made by such person or entity herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Company Shares.

This Agreement is entered into as of August 26, 2010 (“Effective Date”), by and among Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, a corporation organized and existing under the laws of the State of New York, having an office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 (“Einstein”), Massachusetts Institute of Technology, a Massachusetts corporation organized and existing under the laws of the State of Massachusetts, having an office and place of business at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 (“MIT”), Cornell University, a non-profit institution organized and existing under the laws of the State of New York, having an office and place of business at 395 Pine Tree Road, Ithaca, NY 14850 (“Cornell”), Isituti Fisioterapici Ospitalieri, a company organized and existing under the laws of Italy, having an office and place of business at Via Elio Chianesi, 53-00144 Roma, Italy (“IFO”) (Einstein, MIT, Cornell and IFO shall be referred to individually and collectively as “Licensors”), on the one hand, and Metastat, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at 4 Autumnwood Court, The Woodlands, Texas 77380 (“Licensee”), on the other hand.

S t a t e m e n t

Licensors have developed certain hybridoma cell lines that produce (**) (related to MIT case # (**); “(**)”, by Frank B. Gertler and Matthias Krause) and are the owners of patent applications related to (**) and uses thereof in diagnosis, prognosis and treatment of tumors. Licensee wishes to acquire an exclusive license to Licensors’ rights in the aforementioned cell line and patent rights, and Licensors wish to grant such rights to Licensee.

NOW, THEREFORE, in consideration of the promises and mutual covenants, conditions and limitations herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensors and Licensee agree as follows:

1. Definitions

1.01

“Agreement Patents” means the patent applications listed on Appendix A, together with any and all patents and patent applications which issue from or are based on such patent applications and from any and all divisionals, continuations, continuations-in-part (but only to the extent the claims thereof are enabled by disclosure of the parent application) and foreign counterparts of such patents and patent applications, and any and all reissues, renewals and extensions or the like of such patents and patent applications and any and all U.S. and foreign patents which are based on such patents and patent applications. Appendix A shall be updated from time-to-time by the parties.

1.02	“Cell Line” means a hybridoma cell line that produces (**)

1.03	“Materials” means (**) produced by the Cell Line.

1.04	“Diagnostic Field” means products and services for diagnostic use.

1.05	“Therapeutic Field” means products and services for therapeutic use.

1.06	“Diagnostic Licensed Product” means any product or service in the Diagnostic Field, the development, manufacture, use, provision or sale of which: (a) is covered by a claim in an Agreement Patent; and/or (b) utilizes or includes Materials.

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1.07	“Therapeutic Licensed Product” means any product or service in the Therapeutic Field, the development, manufacture, use, provision or sale of which: (a) is covered by a claim in an Agreement Patent; and/or (b) utilizes or includes Materials.

1.08	“Licensed Product” means, individually and collectively, Diagnostic Licensed Product and Therapeutic Licensed Product.

1.09	“Net Sales” means the total consideration, in any form, received by Licensee, Affiliates and Sublicensees as consideration for the sale, lease, provision or other disposition of Licensed Products by Licensee and/or Affiliates and/or Sublicensees to an independent third party, less:

(a)	customary and reasonable trade discounts actually taken, refunds, returns and recalls; and

(b)	when included in gross sales, customary and reasonable freight, shipping, duties, and sales, V.A.T. and/or use taxes based on sales prices, but not including taxes when assessed on incomes derived from such sales.

If Licensee and/or Affiliates and/or Sublicensees intend to accept from independent third parties any non-cash consideration as Net Sales, Licensee must first obtain Licensors’ written approval. For any non-cash consideration approved by Licensors and received as Net Sales, the parties will appoint an independent third party to determine, at Licensee’s expense, the present day value of such consideration and that value shall be added to Net Sales in place of the non-cash consideration.

In the event that, during a particular calendar quarter, a Licensed Product is sold in combination with one or more other products, whether or not such other products are packaged or otherwise physically combined with such Licensed Product, for a single price (a “Combination Product”), Net Sales from sales of a Combination Product, for purposes of calculating royalties due under this Agreement, shall be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the average per unit sales price for such calendar quarter of the Licensed Product sold separately in the country of sale and B is the average per unit sales price for such calendar quarter of the other product(s) sold separately in the country of sale. In the event that no separate sales are made of the Licensed Product and/or the other product(s) in the country of sale, separate sale prices in commensurate countries may be used instead. In the event that no separate sales are made of the Licensed Product and/or the other product(s), Net Sales from sales of a Combination Product, for purposes of determining royalty payments on such Combination Products, shall be calculated using the entire Net Sales of such Combination Products.

1.10

“Net Proceeds” shall mean the total consideration, in any form (including, but not limited to, license signing fees, maintenance fees, milestone and minimum payments, whether or not such fees and payments are creditable against future royalties to be paid to Licensee, research and development funds, and just that portion of the funds received for equity purchases of Licensee which exceeds the fair market value of the equity; but excluding royalties based on Net Sales of Sublicensees) that is received by Licensee from a Sublicensee in connection with the grant to said Sublicensee of rights under the Agreement Patents. If Licensee intends to accept from a Sublicensee any non-cash consideration as Net Proceeds, Licensee must first obtain Licensors’ written approval. For any non-cash consideration approved by Licensors and received as Net Proceeds, the parties will appoint an independent third party to determine the present day value of such consideration and that value shall be added to Net Proceeds in place of the non-cash consideration.

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1.11

“Affiliate” means any entity, that, directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with Licensee. For the purposes of this definition, control shall mean the direct or indirect ownership of at least fifty percent (50%) of (i) the stock shares entitled to vote for the election of directors or (ii) ownership interest.

1.12	“Sublicensee” shall mean any non-Affiliate third party to whom Licensee has granted the right to make and sell (or otherwise dispose of) Licensed Products.

1.13

“Confidential Information” means any information designated as such in writing by the disclosing party, whether by letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such confidential or proprietary materials or information are disclosed by the disclosing party to the recipient. Notwithstanding the foregoing, information or materials which are orally or visually disclosed to the recipient by the disclosing party, or are disclosed in a writing or other tangible form without an appropriate letter, proprietary stamp or legend, shall constitute Confidential Information if the disclosing party, within thirty (30) days after such disclosure, delivers to the recipient a written document or documents describing such information or materials and referencing the place and date of such oral, visual, written or other tangible disclosure.

1.14

“Marketable Securities” means shares of the common stock of Licensee that are listed or quoted for trading on the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, or the New York Stock Exchange Amex (each, a “Trading Market”) (a) all of which the holders thereof would have the right to sell in a sale registered pursuant to a registration statement under the Securities Act of 1933, as amended (a “Public Sale”) within 60 days following their issuance to the holders regardless of any lock-up agreements or other contractual restrictions on transfer, and (b) all of which can be reasonably expected to be able to be sold in Public Sales within 60 days of their issuance without having a material adverse effect upon the market for such securities.

1.15

“Volume Weighted Average Price” means, for the applicable date, the price determined by the average of the daily volume weighted average price of the common stock of Licensee for the twenty (20) consecutive trading days ending on the trading day immediately before the applicable date on the applicable Trading Market as reported by Bloomberg L.P., based on a trading day from 9:30 a.m. to 4:02 p.m. (New York City time).

2. Licensors’ Agreements With U.S. Government

2.01

Certain of the Licensors, through their employees, have and will perform research sponsored in part by the United States Government. As a result of this government sponsorship of the aforementioned research, the United States Government retains certain rights in such research as set forth in 35 U.S.C. §200 et. seq. and applicable regulations.

2.02

The continuance of such government sponsored research by Licensors and their employees during the term of this Agreement will not constitute a breach of this Agreement. All rights reserved to the U.S. Government under 35 U.S.C. §200 et. seq. and applicable regulations shall remain so reserved and shall in no way be affected by this Agreement. Licensors and their employees are not obligated under this Agreement to take any action which would conflict in any respect with their past, current or future obligations to the U.S. Government as to work already performed and to be performed in the future.

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3. Agreement Patents

3.01

Within ninety (90) day of the Effective Date, Licensee will reimburse Licensors for all expenses incurred prior to the Effective Date in connection with the preparation, filing, prosecution and maintenance of the Agreement Patents. Amounts paid by Licensee pursuant to this Section 3.01 are non-refundable and not creditable against any other payment due to Licensors.

3.02

As of and after the Effective Date, Licensee will pay the cost of preparing, filing, prosecuting, maintaining and resisting challenges to the validity of the Agreement Patents (as well as the cost of preparing, filing, prosecuting, maintaining and resisting challenges to the validity of corresponding applications in at least the United States, Europe (an EPO filing designating all member countries), Canada, Japan, and Australia, and in such other jurisdictions as Licensee shall determine), using patent counsel selected by Licensors. Such payments will be due within thirty (30) days of Licensee’s receipt of an invoice from Licensors relating to said costs. Licensee will pay the cost of defending and/or prosecuting any interference, reexamination, reissue, opposition, cancellation and nullity proceedings involving Agreement Patents. Licensors will keep Licensee informed concerning such patents and applications and will consult with Licensee concerning the preparation, filing, prosecution, maintenance and challenges to the validity of such patents and applications. Licensee shall cooperate with any reasonable request of Licensors in connection with any such preparation, filing, prosecution, maintenance and/or defense. In the event that Licensee elects not to maintain, defend or prosecute any patent or patent application within the Agreement Patents, Licensee shall give Licensors thirty (30) days prior written notice of such election. Any patents or patent applications so elected shall at the end of the notice period cease to be considered Agreement Patents, and Licensors shall then be free, at their election, to abandon or maintain the prosecution of such patent application or issued patent or grant rights to such patent application or issued patent to third parties.

3.03	Amounts paid by Licensee pursuant to Section 3.02 will be non-refundable and not creditable against any other payment due to Licensors.

4. License Grant

4.01

Subject to Article 2, Licensors hereby grant to Licensee and Affiliates: (a) a worldwide, exclusive license to use (but not to sell or transfer) the Cell Line to make Materials for use in connection with Licensed Products; (b) a worldwide, exclusive license to make, use, offer to sell and sell Materials in connection with Licensed Products; and (c) a worldwide, exclusive license to Licensors’ rights in the Agreement Patents, along with the right by Licensee only to grant sublicenses, to make, have made, use, have used, provide, import, have imported, offer to sell, sell and have sold Licensed Products. Licensee will not grant any sublicense (or amend any sublicense) under Agreement Patents unless it first submits a full and complete draft of any such proposed sublicense (or amendment) to Licensors and then receives the prior written consent of Licensors. Licensee shall provide Licensors with a full and complete copy of any approved sublicense (or amendment) within thirty (30) days of execution thereof by Licensee. The terms of any sublicense agreement shall be consistent with the terms of this Agreement and shall include (at least) the following provisions: prohibiting any use of Licensors’ names (consistent with Section 9.01), requiring indemnification of Licensors (consistent with Section 12.04), requiring appropriate insurance (consistent with Section 12.09), and disclaiming any warranties or representations by Licensors (consistent with Sections 12.05 and 12.06).

4.02

Notwithstanding the exclusive rights granted to Licensee pursuant to Section 4.01, Licensors shall retain the right to make, use and practice: (i) Agreement Patents; and (ii) the Cell Line and Materials in their own laboratories solely for non-commercial scientific purposes and for continued non-commercial research. Further, Licensors shall have the right to make available to not-for-profit scientific institutions and non-commercial researchers materials covered under Agreement Patents and the Materials, solely for non-commercial scientific and research purposes, provided this is done under a material transfer agreement.

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4.03

Nothing contained in this Agreement shall be construed or interpreted as a grant, by implication or otherwise, of any license except as expressly specified in Section 4.01 hereof. Licensee will not transfer the Cell Line to any third party or use the Cell Line or the Materials except as permitted by this Agreement. The license granted herein shall apply to the Licensee and Affiliates, except that Affiliates shall not have the right to grant sublicenses. If any Affiliate exercises rights under this Agreement, such Affiliate shall be bound by all terms and conditions of this Agreement, including but not limited to indemnity and insurance provisions, which shall apply to the exercise of the rights, to the same extent as would apply had this Agreement been directly between Licensors and the Affiliate. In addition, Licensee shall remain fully liable to Licensors for all acts and obligations of Affiliates such that acts of Affiliates shall be considered the acts of Licensee.

4.04

Within (**) (**) months of Licensee’s request, Licensors will provide the Cell Line to Licensee using the shipper specified by and at the expense of Licensee. Licensee shall be responsible for all documentation required by customs officials in the United States of America or the equivalent in any relevant foreign jurisdiction.

5. Confidentiality

5.01	Nothing herein contained shall preclude Licensors from making required reports or disclosures to the NIH or to any other philanthropic or governmental funding organization, provided, however, that no Licensee Confidential Information is disclosed in the process.

5.02

Licensee will retain in confidence Confidential Information of Licensors and Licensee will not disclose any such Confidential Information to any third party without the prior written consent of Licensors, except that Licensee shall have the right to disclose such information to any third party for commercial or research and development purposes under written terms of confidentiality and non-disclosure which are commercially reasonable. Licensee will keep confidential all Confidential Information of Licensors for a period of (**) (**) years after termination or expiration of this Agreement, provided, however, that the obligation of confidentiality will not apply to any such information which:

(a)	was known to Licensee or generally known to the public prior to its disclosure hereunder; or

(b)	subsequently becomes known to the public by some means other than a breach of this Agreement, including but not limited to publication and/or laying open to inspection of any patent applications or patents; or

(c)	is subsequently disclosed to Licensee by a third party having a lawful right to make such disclosure; or

(d)	is required to be disclosed by regulation, law or court order to the most limited extent necessary to comply therewith, provided Licensors are given a fair opportunity to defend against such disclosure; or

(e)	is independently developed by Licensee as evidenced by Licensee’s written records.

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5.03

During the term of this Agreement, it is contemplated that Licensors may become aware of Confidential Information of Licensee (“Licensee Confidential Information”). Licensors agree to retain such Licensee Confidential Information in confidence and not to disclose any such Licensee Confidential Information to a third party without prior written consent of Licensee for a period ending (**) (**) years after termination or expiration of this Agreement, except that such obligations shall not apply to any information which:

(a)	was known to Licensors or generally known to the public prior to their disclosure hereunder; or

(b)	subsequently becomes known to the public by some means other than a breach of this Agreement; or

(c)	is subsequently disclosed to Licensors by a third party having a lawful right to make such disclosure; or

(d)	is required to be disclosed by regulation, law or court order to the most limited extent necessary to comply therewith, provided Licensee is given a fair opportunity to defend against such disclosure; or

(e)	is independently developed by Licensors as evidenced by Licensors’ written records.

6. Royalties and Payments

6.01	Licensee shall make the following payments to Licensors:

(a)	Licensee will pay to Licensors () percent (%) of Net Sales.

(i)

Royalty Offset/Stacking Royalties. In the event that, with respect to Net Sales of Licensed Products, Licensee is paying royalties to unaffiliated third parties for patent rights such that the practice of the Agreement Patent(s) would infringe such rights, the amount due and payable to Licensor hereunder shall be proportionally reduced by (**) per cent (**%) due such third party, but in no event shall the Royalty payable to Licensors be less than (**) per cent (**%) of net sales. By example, if the royalty due other third parties equals (**) per cent (**%) of Net Sales, the Royalty due Licensor shall be (**) per cent (**%); if the royalty due other third parties equals (**) per cent (**%) of Net Sales, the Royalty due Licensors shall be (**) per cent (**%).

(b)	Licensee will pay to Licensors twenty percent (**%) of Net Proceeds received by Licensee.

6.02

Upon execution of this Agreement by the parties, Licensee shall issue to Licensors or their designees an aggregate number of shares (the “Shares”) of the common stock of Licensee equal to (**) percent (**%) of Licensee’s issued and outstanding common stock calculated on a fully diluted, as converted basis. The Shares shall be issued to Licensors or their designees pursuant to a separate stock subscription agreement among Licensee and Licensors, and Licensee, Licensors and certain other stockholders of Licensee shall enter into a stockholders agreement.

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6.03	Licensee shall make the following license signing and license maintenance payments to Licensors:

(a)	Upon execution of this Agreement by the parties, Licensee will pay to Licensors () Dollars (US$) as a license signing fee, which payment is non-refundable and not creditable against any other payment due to Licensors pursuant to this Agreement.

(b)

On each of the first, second, third and fourth anniversaries of the Effective Date, Licensee will pay to Licensors (**) Dollars (US$**) as a license maintenance fee. This payment is non-refundable but is creditable against actual royalties and payments due to Licensors pursuant to Section 6.01 during the twelve (12) month period following each such anniversary.

(c)

On the fifth anniversary of the Effective Date, Licensee will pay to Licensors (**) Dollars (US$**) as a license maintenance fee. This payment is non-refundable but is creditable against actual royalties and payments due to Licensors pursuant to Section 6.01 during the twelve (12) month period following this anniversary.

(d)

On the sixth anniversary of the Effective Date, Licensee will pay to Licensors (**) Dollars (US$**) as a license maintenance fee. This payment is non-refundable but is creditable against actual royalties and payments due to Licensors pursuant to Section 6.01 during the twelve (12) month period following this anniversary.

(e)

On the seventh anniversary of the Effective Date and every anniversary of the Effective Date thereafter, Licensee will pay to Licensors (**) Dollars (US$**) as a license maintenance fee. Each such payment is non-refundable but is creditable against actual royalties and other payments due to Licensors pursuant to Section 6.01 during the twelve (12) month period following each such anniversary.

6.04	Licensee shall make the following milestone payments to Licensors for Diagnostic Licensed Products:

(a)

Upon each request by Licensee or an Affiliate for marketing clearance for each Diagnostic Licensed Product (or each indication for a Diagnostic Licensed Product) in any country, Licensee shall either (i) pay to Licensors (**) Dollars (US$**) in cash or, at Licensee’s option, (ii) issue to Licensors or their designees Marketable Securities having an aggregate value of (**) Dollars (US$**) as of the date of the request for the applicable marketing clearance, determined using a Volume Weighted Average Price. Notwithstanding the foregoing, if no such request for marketing clearance has occurred by (**) (**) years from the Effective Date, then Licensee shall pay to Licensors (**) Dollars (US$**); and

(b)

Upon the first commercial sale of each Diagnostic Licensed Product (or each indication for a Diagnostic Licensed Product) by Licensee or an Affiliate, Licensee shall either (i) pay to Licensors (**) Dollars (US$**) in cash or, at Licensee’s option, (ii) issue to Licensors or their designees Marketable Securities having an aggregate value of (**) Dollars (US$**) as of the date of such sale, determined using a Volume Weighted Average Price. Notwithstanding the foregoing, if no such commercial sale has occurred by (**) (**) years from the Effective Date, then Licensee shall pay to Licensors (**) Dollars (US$**).

(c)	The payments or issuances of Marketable Securities pursuant to Sections 6.04(a) and (b) are non-refundable and not creditable against any other payment due to Licensors.

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6.05	Licensee shall make the following milestone payments to Licensors for Therapeutic Licensed Products:

(a)

Upon the initiation by Licensee or an Affiliate of the first Phase (**) clinical trial (or its foreign equivalent) for each Therapeutic Licensed Product (or each indication for a Therapeutic Licensed Product) anywhere in the world, Licensee shall either (i) pay to Licensors (**) Dollars (US$**) in cash or, at Licensee’s option, (ii) issue to Licensors or their designees Marketable Securities having an aggregate value of (**) Dollars (US$**) as of the date of the initiation of such clinical trial, determined using a Volume Weighted Average Price. Notwithstanding the foregoing, if no such Phase (**) clinical trial has occurred by (**) (**) years from the Effective Date, then Licensee shall pay to Licensors (**) Dollars (US$**);

(b)

(c)

Upon the submission of a new drug application to the FDA (or its foreign equivalent) for each Therapeutic Licensed Product (or each indication for a Therapeutic Licensed Product), Licensee shall either (i) pay to Licensors (**) Dollars (US$**) in cash or, at Licensee’s option, (ii) issue to Licensors or their designees Marketable Securities having an aggregate value of (**) Dollars (US$**) as of the date of such submission, determined using a Volume Weighted Average Price. Notwithstanding the foregoing, if no such new drug application has been submitted to the FDA by (**) (**) years from the Effective Date, then Licensee shall pay to Licensors (**) Dollars (US$**);

(d)

Upon first commercial sale of each Therapeutic Licensed Product (or each indication for a Therapeutic Licensed Product) by Licensee or an Affiliate, Licensee shall either (i) pay to Licensors (**) Dollars (US$**) in cash or, at Licensee’s option, (ii) issue to Licensors or their designees Marketable Securities having an aggregate value of (**) Dollars (US$**) as of the date of such sale, determined using a Volume Weighted Average Price; and

(e)	The payments or issuances of Marketable Securities due pursuant to Sections 6.05(a) - (d) are non-refundable and not creditable against any other payment due to Licensors.

6.06	Only one royalty will be payable on Net Sales by Licensee and Affiliates and Sublicensees on a Licensed Product under Section 6.01(a), regardless of the number of patent claims in Agreement Patents which cover such Licensed Product.

6.07	Licensee’s failure to pay full royalties, transfer stock or make complete payments under Sections 6.01, 6.02, 6.03, 6.04 or 6.05 shall be a breach of this Agreement.

7. Payment Reports and Records

7.01

All cash payments required to be made by Licensee to Licensors pursuant to this Agreement shall be made to Licensors in U.S. Dollars by wire transfer or by check payable to Einstein and sent to Einstein’s address set out in Section 13.01. All Shares and Marketable Securities shall be issued to Licensors or their designees at Licensors’ respective addresses set out in Section 13.01 or at such address(es) provided to Licensee by Licensors as follows: (a) one-third (1/3) to Einstein; (b) one-third (1/3) to MIT; (c) two-ninths (2/9) to IFO; and (d) one-ninth (1/9) to Cornell.

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7.02

All payments required to be made by Licensee to Licensors (or their designees) pursuant to this Agreement shall be subject to a charge of one and one-half percent (1.5%) per month or Two Hundred and Fifty Dollars (US$250), whichever is greater, if late. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate quoted by the Wall Street Journal, averaged on the last business day of each of the three (3) consecutive calendar months constituting the calendar quarter in which the payment was earned. Licensee will bear any loss of exchange or value and pay any expenses incurred in the transfer or conversion to U.S. dollars.

7.03

Payment due from Licensee to Licensors pursuant to Section 6.01 will be paid within thirty (30) days after the end of each calendar year quarter during which the payment accrued. If no royalties or other payments are due for any quarter, Licensee will send a statement signed by an officer of Licensee to that effect to Licensors. Payment shall be accompanied by a statement of the number of Licensed Products and Combination Products sold by Licensee, Affiliates and Sublicensees in each country, total billings for such Licensed Products and Combination Products, the values of A and B used to calculate the Net Sales of Combination Products, deductions applicable to determine the Net Sales thereof, the amount of Net Sales and Net Proceeds realized by Licensee and Affiliates and Sublicensees, the amount of any deduction and a detailed listing thereof, and the total payment due from Licensee to Licensors (the “Royalty Report”). Such Royalty Report shall be signed by an officer of Licensee. Licensee shall send copies of the Royalty Report to MIT, Cornell and IFO at the same time the Report is sent to Einstein.

7.04

Licensee and Affiliates shall maintain complete and accurate books of account and records showing Net Sales and Net Proceeds. Such books and records of Licensee and Affiliates shall be open to inspection, in confidence, during usual business hours, upon at least ten (10) business days prior notice to Licensee, by an independent certified public accountant appointed by Licensors on behalf of Licensors, who has entered into a written agreement of confidentiality with Licensors which is no less protective of Licensee’s Confidential Information than the provisions of Section 5.03 hereof and to whom Licensee has no reasonable objection, for five (5) years after the calendar year to which they pertain, for the purpose of verifying the accuracy of the payments made to Licensors by Licensee pursuant to this Agreement. Licensee will require any Sublicensees hereunder to maintain such books and allow such inspection by Licensee and shall, on request, disclose such information, if available to Licensee, to Licensors as part of such inspection. Inspection shall be at Licensors’ sole expense and reasonably limited to those matters related to Licensee’s payment obligations under this Agreement and shall take place not more than once per calendar year. Any underpayment revealed by any inspection, plus interest on the underpayment amount at the rate of one and one-half percent (1.5%) per month or Two Hundred and Fifty Dollars (US$250), whichever is greater, shall be promptly paid by Licensee to Licensors. Further, if any inspection reveals an underpayment to Licensors of ten percent (10%) or greater, then the cost of the inspection shall be paid by Licensee.

8. Infringement

8.01

Licensee shall have the right, in its sole discretion and its expense, to initiate legal proceedings on its behalf or in Licensors’ names, if necessary, against any infringer, or potential infringer, of an Agreement Patent who imports, makes, uses, sells or offers to sell products. Licensee shall notify Licensors of its intention to initiate such proceedings at least twenty (20) days prior to commencement thereof. Any settlement or recovery received from any such proceeding shall be divided (**) percent (**%) to Licensee and (**) percent (**%) to Licensors after Licensee deducts from any such settlement or recovery its actual counsel fees and out-of-pocket expenses relative to any such legal proceeding. If Licensee decides not to initiate legal proceedings against any such infringer, then Licensors shall have the right to initiate such legal proceedings. Any settlement or recovery received from any such proceeding initiated by Licensors shall be divided (**) percent (**%) to Licensee and (**) percent (**%) to Licensors after Licensors deduct from any such settlement or recovery their actual counsel fees and out-of-pocket expenses relative to any such legal proceeding.

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8.02

In the event that any party initiates or carries on legal proceedings to enforce any Agreement Patent against an alleged infringer, the other parties shall fully cooperate with and supply all assistance reasonably requested at the expense of the party requesting such assistance. Further, the other parties, at their expense, shall have the right to be represented by counsel of their choice in any such proceeding. However, if Licensee initiates legal proceedings in Licensors’ name, Licensee shall reimburse Licensors for any reasonable out-of-pocket counsel fees of Licensors associated with the legal proceedings. The party who initiates or carries on the legal proceedings shall have the sole right to conduct such proceedings provided, however, that such party shall consult with the other parties to this Agreement prior to entering into any settlement thereof.

9. Prohibition on Use of Names; No Publicity

9.01

No party to this Agreement shall use the name of any other party without the prior written consent of such other party, except if the use of such name is required by law, regulation, federal securities law, or judicial order, in which event the party intending to use such name will promptly inform the relevant other party prior to any such required use. No party to this Agreement will make any public announcement regarding the existence of this Agreement and/or the collaboration hereunder without obtaining the prior written consent of the other parties, except if such announcement is required by law, regulation, federal securities law or judicial order, in which event the party intending to make such announcement will promptly inform the other parties prior to such announcement.

10. Term and Termination

10.01

Unless terminated earlier under other provisions hereof, this Agreement will expire upon the expiration of the last Agreement Patent. Upon termination or expiration of this Agreement for any reason, Sections 5, 9, 10.08, 10.09, 12.01 through 12.10, 12.13 and 13 shall survive and all payment obligations under Articles 3 and 6 hereof accrued as of the termination date shall be paid by Licensee within thirty (30) days of such termination or expiration.

10.02

Licensee may terminate this Agreement and the licenses granted hereunder by giving notice to Licensors sixty (60) days prior to such termination. Upon such termination, Licensee shall not use Agreement Patents, the Cell Line or the Materials for any purpose and all of Licensee’s rights in Agreement Patents, the Cell Line and the Materials shall be terminated. Further, the Cell Line and all Materials in Licensee’s possession shall be immediately destroyed (with written confirmation to Licensors) or returned to Licensors at the expense of Licensee.

10.03

If Licensors or Licensee defaults on or breaches any condition of this Agreement, the aggrieved party may serve notice upon the other parties of the alleged default or breach. If such default or breach is not remedied within sixty (60) days from the date of such notice, the aggrieved party may at its election terminate this Agreement. Any failure to terminate hereunder shall not be construed as a waiver by the aggrieved party of its right to terminate for future defaults or breaches. Licensee’s damages for any breach of this Agreement by Licensors will be limited to a reduction or suspension of the payment obligations of Licensee hereunder. Upon termination of this Agreement by Licensors pursuant to this Section 10.03, the licenses granted by Licensors to Licensee shall terminate and Licensee shall not use Agreement Patents, the Cell Line or the Materials for any purpose and all of Licensee’s rights in Agreement Patents, the Cell Line and the Materials shall be terminated. Further, the Cell Line and all Materials in Licensee’s possession shall be immediately destroyed (with written confirmation to Licensors) or returned to Licensors at the expense of Licensee.

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10.04

If Licensee makes an assignment for the benefit of creditors or if proceedings for a voluntary bankruptcy are instituted on behalf of Licensee or if Licensee is declared bankrupt or insolvent, Licensors may, at their election, terminate this Agreement by notice to Licensee. Upon termination of this Agreement by Licensors pursuant to this Section 10.04, the licenses granted by Licensors to Licensee shall terminate and Licensee shall not use Agreement Patents, the Cell Line or the Materials for any purpose and all of Licensee’s rights in Agreement Patents, the Cell Line and the Materials shall be terminated. Further, the Cell Line and all Materials in Licensee’s possession shall be immediately destroyed (with written confirmation to Licensors) or returned to Licensors at the expense of Licensee.

10.05

If Licensee is convicted of a felony relating to the manufacture, use or sale of Licensed Products or a felony relating to moral turpitude, Licensors may, at their election, terminate this Agreement by notice to Licensee. Upon termination of this Agreement by Licensors pursuant to this Section 10.05, the licenses granted by Licensors to Licensee shall terminate and Licensee shall not use Agreement Patents, the Cell Line or the Materials for any purpose and all of Licensee’s rights in Agreement Patents, the Cell Line and the Materials shall be terminated. Further, the Cell Line and all Materials in Licensee’s possession shall be immediately destroyed (with written confirmation to Licensors) or returned to Licensors at the expense of Licensee.

10.06

Notwithstanding the provisions of Section 10.03 hereof, should Licensee fail to pay Licensors any cash, or issue to Licensors or their designees any Marketable Securities, as applicable, when due and payable under this Agreement, then upon thirty (30) days written notice Licensors may, at their election, terminate this Agreement, unless within the thirty (30) day period all delinquent amounts together with interest due and unpaid have been paid in cash, or issued in Marketable Securities (as applicable), by Licensee. Upon termination of this Agreement by Licensors pursuant to this Section 10.06, the licenses granted by Licensors to Licensee shall terminate and Licensee shall not use Agreement Patents, the Cell Line or the Materials for any purpose and all of Licensee’s rights in Agreement Patents, the Cell Line and the Materials shall be terminated. Further, the Cell Line and all Materials in Licensee’s possession shall be immediately destroyed (with written confirmation to Licensors) or returned to Licensors at the expense of Licensee.

10.07

Termination of this Agreement by Licensee or Licensors shall not prejudice the rights of the parties accruing herein.

10.08

If Licensee terminates this Agreement pursuant to Section 10.02 or if Licensors terminate this Agreement pursuant to Sections 10.03, 10.04, 10.05 or 10.06, then Licensee shall, upon such termination, assign to Licensors all right, title and interest in and to any Dependent Patents and Dependent Know-How (as defined below) developed by or for Licensee or Affiliates during the term of this Agreement, and shall, within thirty (30) days of termination, provide copies of all documents and other materials embodying Dependent Know-How to Licensors. As used in this Section 10.08, the term “Dependent Patents” means any U.S. or foreign patent application or patent which claims an invention the practice of which would infringe a claim of a patent or patent application of the Agreement Patents or the practice of which results in a product covered by a claim of a patent or patent application of Agreement Patents. “Dependent Know-How” means confidential information, including clinical trial information, the practical application of which would infringe a claim of a patent or patent application of Agreement Patents, or which results in a product covered by a claim of a patent or patent application of Agreement Patents. Licensee agrees to take all actions and execute any and all documents reasonably requested by Licensors to effectuate the terms of this Section 10.08. During the time period between notice of termination and the effective date of termination Licensee will take whatever actions are necessary to prevent any Dependent Patent from becoming abandoned or canceled.

10.09

If Licensee terminates this Agreement pursuant to Section 10.02 or if Licensors terminate this Agreement pursuant to Sections 10.03, 10.04, 10.05 or 10.06, Licensee shall submit a final Royalty Report to Licensors and any payments and patent costs due to Licensors hereunder as of the date of termination shall be payable within thirty (30) days of the date of termination. In addition, within ten (10) days of notice of such termination, Licensee shall provide Licensors with a report showing the status of all Dependent Patents, including, without limitation, a list of all countries where Dependent Patents have been filed and a list of all actions which must be taken with respect to the Dependent Patents and relevant due dates.

10.10

Notwithstanding any provision herein to the contrary, no termination of this Agreement shall be construed as a termination of any valid sublicense of any Sublicensee hereunder, and thereafter each such Sublicensee shall be considered a direct licensee of Licensors, provided that (i) such Sublicensee is not in material breach of its sublicense agreement with Licensee, and (ii) such Sublicensee agrees in writing to assume all applicable obligations of Licensee under this Agreement.

11. Amendment and Assignment

11.01

This Agreement sets forth the entire understanding between Licensors, on the one hand, and Licensee on the other hand, pertaining to the subject matter hereof and, with respect to Licensee only, supersedes and replaces the Confidential Disclosure and Non-Use Agreement between Licensor and Warren C. Lau having an effective date of April 2, 2009.

11.02

Except as otherwise provided herein, this Agreement may not be amended, supplemented or otherwise modified, except by an instrument in writing signed by both parties.

11.03

Without the prior written approval of the other parties, which approval shall not be unreasonably withheld, no party may assign this Agreement except that this Agreement may be assigned to an entity acquiring substantially all of such party’s business to which this Agreement relates, or in the event of a merger, consolidation, change in control or similar transaction of such party. Any attempted assignment in contravention of this Section 11.03 shall be null and void.

12. Miscellaneous Provisions

12.01

This Agreement shall be construed and the rights of the parties governed in accordance with the laws of the State of New York, excluding its law of conflict of laws. Any dispute or issue arising hereunder, including any alleged breach by any party, shall be heard, determined and resolved by an action commenced in the state or federal courts in New York, New York, which the parties hereby agree shall have proper jurisdiction and venue over the issues and the parties. Licensors and Licensee hereby agree to submit to the jurisdiction of the state or federal courts in New York and waive the right to make any objection based on jurisdiction or venue. The New York courts shall have the right to grant all relief to which Licensors and Licensee are or shall be entitled hereunder, including all equitable relief as the Court may deem appropriate.

12.02

This Agreement has been prepared jointly.

12.03

If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

-11-

12.04

Licensee agrees to indemnify Licensors and their current or former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (Licensors and each such person being the “Indemnified Parties”) for the cost of defense and for damages awarded and losses and liabilities incurred, if any, as a result of any third party claims, liabilities, suits or judgments based on or arising out of the research, development, marketing, manufacture, sale and/or provision of the Cell Line and/or the Materials and/or Licensed Products by Licensee, Affiliates and Sublicensees, and/or the licenses granted under this Agreement, or otherwise related to the conduct of Licensee’s, Affiliates’ or Sublicensees’ business, so long as such claims, liabilities, suits, or judgments are not solely attributable to grossly negligent or intentionally wrongful acts or omissions by the Indemnified Parties. This indemnity is conditioned upon Licensors’ obligation to: (i) advise Licensee of any claim or lawsuit, in writing promptly after Licensors have or the Indemnified Party has received notice of said claim or lawsuit, (ii) assist Licensee and its representatives, at Licensee’s expense, in the investigation and defense of any lawsuit and/or claim for which indemnification is provided, and (iii) permit Licensee to control the defense of such claim or lawsuit for which indemnification is provided.

12.05

Nothing in this Agreement is or shall be construed as:

(a)

A warranty or representation by Licensors that anything made or used by Licensee under any license granted in this Agreement (including, without limitation, the Cell Line, the Materials and Licensed Products) is or will be free from infringement of patents, copyrights, and other rights of third parties; or

(b)	Granting by implication, estoppel, or otherwise any license, right or interest other than as expressly set forth herein.

12.06

Except as expressly set forth in this Agreement, the parties MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE OR OTHERWISE, AND THE PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT. IN ADDITION, NO PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN PARTICULAR, IN NO EVENT SHALL LICENSORS, THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER LICENSORS SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

12.07

Licensors and Licensee represent and warrant that, to the best of their knowledge, as of the Effective Date:

(a)	they have the legal right and authority to enter into this Agreement and to perform all of their obligations hereunder;

(b)	when executed by all parties, this Agreement will constitute a valid and legally binding obligation and shall be enforceable in accordance with its terms; and

(c)	there are no existing or threatened actions, suits or claims pending or threatened against them that may affect the performance of their obligations under the Agreement.

12.08

Licensee represents and warrants that it has not relied on any information provided by Licensors or Licensors’ current or former employees and has conducted its own due diligence investigation to its own satisfaction prior to entering into this Agreement.

-12-

12.09

Licensee represents and warrants that before Licensee, or an Affiliate or a Sublicensee makes any sales of Licensed Products or performs or causes any third party to perform any clinical trials or tests in human subjects involving Licensed Products, Licensee or Affiliates or Sublicensees will acquire and maintain in each country in which Licensee or Affiliates or Sublicensees shall test or sell Licensed Products, appropriate insurance coverage reasonably acceptable to Licensors, but providing coverage in respect of Licensed Products in an amount no less than (**) (US $**) per claim. Licensee or Affiliates will not perform, or cause any third party to perform, any clinical trials or any tests in human subjects involving Licensed Products unless and until he/they obtain(s) all required regulatory approvals with respect to Licensed Products in the applicable countries. Prior to instituting any clinical trials or any tests in human subjects, or sale of any Licensed Product, Licensee shall provide evidence of such insurance to Licensors. If Licensors determine that such insurance is not reasonably appropriate, they shall so advise Licensee and Licensee shall delay such trials, tests or sales until the parties mutually agree that reasonably appropriate coverage is in place. Licensors shall be listed as additional insureds in Licensee’s insurance policies. If such insurance is underwritten on a ‘claims made’ basis, Licensee agrees that any change in underwriters during the term of this Agreement will require the purchase of ‘prior acts’ coverage to ensure that coverage will be continuous throughout the term of this Agreement.

12.10

Licensee shall exercise its rights and perform its obligations hereunder in compliance with all applicable laws and regulations. In particular, it is understood and acknowledged that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. Licensee hereby agrees and gives written assurance that he will comply with all United States laws and regulations controlling the export of commodities and technical data, that he will be solely responsible for any violation of such by Licensee or Affiliates or Sublicensees, and that he will defend and hold Licensors harmless in the event of any legal action of any nature occasioned by such violation.

12.11

Licensee agrees (i) to obtain all regulatory approvals required for the manufacture and sale of Licensed Products prior to marketing or selling any such Licensed Products and (ii) to utilize legally appropriate patent marking on such Licensed Products. Licensee agrees to register or record this Agreement as is required by law or regulation in any country where the license is in effect.

12.12

Licensee agrees that any Licensed Products for use or sale in the United States will be manufactured substantially in the United States.

12.13

Any tax required to be withheld under the laws of any jurisdiction on royalties payable to Licensors by Licensee under this Agreement will be promptly paid by Licensee for and on behalf of Licensors to the appropriate governmental authority, and Licensee will furnish Licensors with proof of payment of the tax together with official or other appropriate evidence issued by the competent governmental authority sufficient to enable Licensors to support a claim for tax credit with respect to any sum so withheld. Any tax required to be withheld on payments by Licensee to Licensors will be an expense of and be borne solely by Licensors, and Licensee’s royalty payment(s) to Licensors following the withholding of the tax will be decreased by the amount of such tax withholding. Licensee will cooperate with Licensors in the event Licensors elects to assert, at their own expense, exemption from any tax.

000-52735		20-8753132
(Commission File Number)		(IRS Employer Identification No.)

●	not experimental or investigational,
●	medically necessary,
●	appropriate for the specific patient,
●	cost-effective, and
●	supported by peer-reviewed publications.


●	Medicare billing and payment regulations applicable to clinical laboratories;

●	the federal Medicare and Medicaid Anti-kickback Law and state anti-kickback prohibitions;

●	the federal physician self-referral prohibition, commonly known as the Stark Law, and the state equivalents;

●	the federal Health Insurance Portability and Accountability Act of 1996;

●	the Medicare civil money penalty and exclusion requirements; and

●	the federal civil and criminal False Claims Act.

●	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
●	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
●	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
●	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
●	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

	●	persuasive evidence that an arrangement exists;

	●	delivery has occurred or services rendered;

	●	the fee is fixed and determinable; and

	●	collectability is reasonably assured.

	Payments Due by Period
									More
			Less than						than 5
Contractual Obligations	Total		1 Year		1-3 Years		4-5 Years		Years
	(In thousands)
Sponsored Research Agreement (500 Patent Trial)	$	179	$	179	$	---	$	—	$	—
License Agreement	$	315	$	30	$	110	$	175

●	the rate of progress in establishing reimbursement arrangements with third-party payors;

●	the cost of expanding our commercial and laboratory operations, including our selling and marketing efforts;

●	the rate of progress and cost of research and development activities associated with expansion of products for breast cancer;

●	the rate of progress and cost of research and development activities associated with products in the research phase focused on cancer, other than breast cancer;

●	the cost of acquiring or achieving access to tissue samples and technologies;

●	the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

●	the effect of competing technological and market developments;

●	the cost and delays in product development as a result of any changes in regulatory oversight applicable to our products; and

●	the economic and other terms and timing of any collaborations, licensing or other arrangements into which we may enter.

	Common Stock
	High		Low

April 7, 2010 through June 30, 2010	$	1.60	$	1.60
Third quarter 2010	$	1.60	$	0.10
Fourth quarter 2010	$	2.00	$	0.20
First quarter 2011	$	1.25	$	0.25
Second quarter 2011	$	1.25	$	0.25
Third quarter 2011	$	0.25	$	0.25
Fourth quarter 2011	$	0.25	$	0.25
January 1, 2012 through February 27, 2012	$	0.25	$	0.25

Names and Addresses of Beneficial Owners	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)
Warren C. Lau, President, Chief Executive Officer and Director (3)		1,287,000		6.3%

Oscar Bronsther, M.D., F.A.C.S., Chief Medical Officer and Chairman of the Board of Directors (4)		649,003		3.2%

David N. Siegel, Director (5)		713,903		3.5%

Patrick T. Mooney, M.D., Director (6)		231,000		1.2%

Johan M. (Thijs) Spoor, Director (7)		22,003		*

Harvey Judkowitz (8)		13,000		*

Matthew Balk (9)		1,881,000		9.2%

MKM Opportunity Master Fund, Ltd. (10)		2,005,434		9.9%

Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University (11)		1,150,242		5.7%

Jason Adelman (12)		1,408,003		7.0%

All Directors and Officers as a Group (6 Persons)		2,915,909		14.2%

	(1)	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities anticipated to be exercisable or convertible at or within 60 days of the date hereof, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. The indication herein that shares are anticipated to be beneficially owned is not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of those shares.
	(2)	Based on 20,074,422 shares of common stock outstanding on March 15, 2012.
	(3)	Consists of (i) 880,000 shares of common stock; (ii) 275,000 shares of common stock underlying options, (iii) 132,000 shares of common stock held by Travis R. Lau, Mr. Lau’s son.
	(4)	Consists of (i) 165,000 shares of common stock underlying options, (ii) 476,668 shares of common stock held by Marsha Bronsther, Dr. Bronsther’s wife and (iii) 7,335 shares of common stock underlying warrants held by Marsha Bronsther.
	(5)	Consists of (i) 577,500 shares of common stock, (ii) 54,268 shares of common stock held by the David N. Siegel Revocable Trust dated April 7, 2010, (iii) 55,000 shares of common stock underlying options and (iv) 27,135 shares of common stock underlying warrants held by the David N. Siegel Revocable Trust dated April 7, 2010.
	(6)	Consists of (i) 231,000 shares of common stock.
	(7)	Consists of (i) 14,668 shares of common stock and (ii) 7,335 shares of common stock underlying warrants.
	(8)	Mr. Judkowitz’s resignation from the board of directors is effective as of the tenth day after the filing of an Information Statement on Schedule 14F-1 with the SEC.
	(9)	Consists of (i) 165,000 shares of common stock underlying options, (ii) 1,573,000 shares of common stock, and (iii) 143,000 shares of common stock underlying warrants.
	(10)	Consists of (i) 1,533,998 shares of common stock, (ii) 124,936 shares underlying warrants, (iii) 173,250 shares of common stock held by David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff, and (iv) 173,250 shares of common stock held by David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff. Does not include 517,066 shares underlying warrants that are subject to 4.99% and 9.99% beneficial ownership blockers. The business address of MKM Opportunity Master Fund, Ltd. is 28 W. 44th St, 16th Floor, New York, NY 10036. David Skriloff exercises voting and investment control over our securities held by MKM Opportunity Master Fund, Ltd. David Skrillof does not exercise voting and investment control over securities held by David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff and David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff.
	(11)	J. Michael Gower, Vice President for Business Affairs and Chief Financial Officer of Yeshiva University, is the natural person who exercises voting and investment control over our securities owned by Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University. The address of the stockholder is c/o Office of Biotechnology, Albert Einstein College of Medicine of Yeshiva University, 1300 Morris Park Avenue, Bronx, NY 10461, Attn: Director.
	(12)	Consists of (i) 762,688 shares of common stock, (ii) 73,335 shares of common stock underlying warrants, (iii) 297,000 shares of common stock held by Cass G. Adelman Cust. Jasper G. Adelman UTMA NY and (iv) 275,000 shares of common stock held by Cass G. Adelman Cust. Philippa G. Adelman UTMA NY.

Name	Age		Position
Warren C. Lau		57	Chief Executive Officer, President, Director
Oscar M. Bronsther, M.D., F.A.C.S.		58	Chief Medical Officer, Chairman of the Board of Directors (1)
David N. Siegel		48	Director (1)
Patrick T. Mooney, M.D.		43	Director (1)
Johan M. (Thijs) Spoor		39	Director (1)
Harvey Judkowitz		67	Director (2)

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards	Option Awards ($)	All Other Compensation ($)	Total ($)

Warren C. Lau, CEO and President (1)	2011		137,783		39,100					176,883
Warren C. Lau, CEO and President (1)	2010		88,333		15,503					103,836

Harvey Judkowitz, CEO and CFO (2)(3)	2011		5,000							5,000
Harvey Judkowitz, CEO and CFO (2)(3)	2010		5,000							5,000

	Historical
	MetaStat, Inc.	PhotoVoltaic Solar Cells, Inc.	Pro Forma Adjustments	Pro Forma

ASSETS
Current Assets
Cash and cash equivalents 1	$ 92,521	$ -	$ 1,862,501	$ 1,955,022
Receivable from Employees	38,458	-	(38,458)	-
Total Current Assets	130,979	-	1,824,043	1,955,022
Fixed Assets :
property and equipment, net	2,460	-	-	2,460
Total Fixed Assets	2,460	-	-	2,460

TOTAL ASSETS	$ 133,439	$ -	$ 1,824,043	$ 1,957,482

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities :
Accounts payable and accrued liabilities 2	73,356	162,862	(168,162)	68,056
due to stockholders 2	-	164,090	(164,090)	-
Total Current Liabilities	73,356	326,952	(332,252)	68,056

TOTAL LIABILITIES	73,356	326,952	(332,252)	68,056

Stockholder's Equity :
Preferred Stock 3	-	-	-	-
Common Stock 4	75	49	1,959	2,008
Additional Paid-in-capital	1,450,757	413,621	1,413,714	3,278,167
Accumulated deficit	(1,390,749)	(740,622)	740,622	(1,390,749)
Total Stockholder's Equity	60,083	(326,952)	2,156,295	1,889,426

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 133,439	$ -	$ 1,824,043	$ 1,957,482

Exhibit No.		Description

2.1		Form of Share Exchange Agreement dated February 27, 2012.

3.1		Articles of Incorporation, as amended.

4.1		Form of Investor Warrant dated February 27, 2012.

4.2		Form of Warrant issued to certain affiliates dated February 27, 2012.

10.1		Form of Securities Purchase Agreement dated February 27, 2012.

10.2		Form of Registration Rights Agreement dated February 27, 2012.

10.3 †		License Agreement with Einstein, M.I.T., Cornell and IFO-Regina dated August 26, 2010.

10.4*		Employment Agreement of Warren C. Lau dated August 1, 2010.

10.5*		2012 Omnibus Securities and Incentive Plan.

10.6*		Form of Consultant Non-Qualified Stock Option Agreement.

10.7*		Form of Employee Non-Qualified Stock Option Agreement.

23.1		Consent of MaloneBailey LLP, independent registered accountants.

99.1		Audited Consolidated Financial Statements of MetaStat as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010.

99.2		Press Release dated February 28, 2012.

ROSS MILLER		SCOTT W. ANDERSON
Secretary of State		Deputy Secretary
		for Commercial Recordings

Document Number(s)	Description
20070214164-67	Articles of Incorporation
20070329312-99	Amended & Restated Articles
20070397301-92	Initial List
20080107005-93	Annual List
20090508883-33	Annual List
20100882847-40	Annual List
20110379357-68	Annual List
20110383245-09	Amended & Restated Articles

1. Name of Corporation:	PHOTOVOLTAIC SOLAR CELLS, INC.

2. Resident Agent Name and Street Address: (must be a Nevada address where process may be served)	CSC SERVICES OF NEVADA, INC. 502 EAST JOHN STREET, CARSON CITY, NEVADA 89706

3 . Shares: (number of shares corporation is authorized to issue)	Number of shares with par value: 2,500,000 Par value per share: $.0001 Number of shares without par value:

4. Names & Addresses of the Board of Directors/Trustees: (each Director/Trustt must be a natural person at least 18 years of age; attach additional page if more than 3 directors/trusttes)	LAWRENCE F CURTIN 1731 AVALON AVE. FT PIERCE FL 34949 ZECHARIAH KROGEN-CURTIN 1731 AVALON AVE. FT PIERCE FL 34949

5. Purpose: (optional – see instructions)

6. Name, Address and Signature of Incorporator: (attach additional page if more than 1 incorporation	CSC SERVICES OF NEVADA, INC. /s/ J. Hamtak Name Signature 502 EAST JOHN STREET, CARSON CITY, NV 89706

7. Certificate of Acceptance of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named corporation. X J. Hamtak 3/28/2007 Authorized Signature of R.A. Date Or On Behalf of R.A. Company
This form must be accompanied by appropriate fees.	Nevada Secretary of State Form 78 Articles 2007 Revised on 01/01/07

ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20070329312-99
		Filing Date and Time 05/10/2007 4:00 PWl
		Entity Number E0219282007-6

/s/ Lawrence F. Curtin	/s/ Zechariah Krogen-Curtin
Lawrence F. Curtin, Director	Zechariah Krogen-Curtin, Director

The corporation's duly appointed resident agent in the State of Nevada upon whom process can be served is:	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20070397301-92 Filing Date and Time 06/06/2007 9:14 AM Entity Number E0219282007-6
CSC SERVICES OF NEVADA, INC. 502 EAST JOHN STREET CARSON CITY NV 89706

The corporation's duly appointed resident agent in the State of Nevada upon whom process can be served is:	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20080107005-93 Filing Date and Time 02/14/2008 12:30 pm Entity Number E0219282007-6
CSC SERVICES OF NEVADA, INC. 502 EAST JOHN STREET CARSON CITY NV 89706

The corporation's duly appointed resident agent in the State of Nevada upon whom process can be served is:	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20090508883-33 Filing Date and Time 06/25/2009 8:43 PM Entity Number E0219282007-6
CSC SERVICES OF NEVADA, INC. (Commercial Registered Agent) 502 EAST JOHN STREET CARSON CITY NV 89706

The corporation's duly appointed resident agent in the State of Nevada upon whom process can be served is:	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20100882847-40 Filing Date and Time 11/25/2010 8:41 am Entity Number E0219282007-6
CSC SERVICES OF NEVADA, INC. (Commercial Registered Agent) 502 EAST JOHN STREET CARSON CITY NV 89706

[ ] Pursuant to NRS, this corporation is exempt from the business license fee. Exemption codes: ______	Section 7(2) Exemption Codes 001 – Governmental Entity 002 – 501© Nonprofit Entity 003 – Home-based Business 004 – Natural Person with 4 or less rental dwelling units 005 – Motion Picture Company 006 – NRS 680B.020 Insurance Co
[ ] month and year your State Buiness License expires: ____ 20____
[ X ] This corporation is a publicly traded corporation. The Central Index Key number is: 0001404943
[ ] This publicly traded corporation is not required to have a Central Index Key number.

The entity’s duly appointed resident agent in the State of Nevada upon whom process can be served is:	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20110379357-68 Filing Date and Time 05/23/2011 9:10 AM Entity Number E0219282007-6
CSC SERVICES OF NEVADA, INC. (Commercial Registered Agent) 502 EAST JOHN STREET CARSON CITY NV 89706

Certificate to Accompany Restated Articles or Amended and Restated Articles	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20110383245-09 Filing Date and Time 05/23/2011 3:35 P< Entity Number E0219282007-6

	PHOTOVOLTAIC SOLAR CELLS, INC. ( to be renamed MetaStat, Inc.)
	By:__________________________________________ Name: Title:

PHOTOVOLTAIC SOLAR CELLS, INC. ( to be renamed MetaStat, Inc.)	Address for Notice:
By:__________________________________________ Name: Warren Lau Title: President	Fax:

I. PURCHASE PRICE
	Gross Proceeds to be Received	$

II. DISBURSEMENTS
		$
		$
		$
		$
		$

Total Amount Disbursed:		$



WIRE INSTRUCTIONS :
To: _____________________________________
To: _____________________________________

Priority IV *
Jonanthan Balk Cust. UTMA/UGMA Amara Balk	500
Jonanthan Balk Cust. UTMA/UGMA Dharma Balk	500
Jonathan Balk	1,500
Frank Gertler, Ph.D.	1,820
Matthew Levine	2,000
Richard Melnick	2,500
Dan Schneiderman	2,500
David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff	3,750
David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff	3,750
Elliot Groffman	5,000
Rob Nathan	5,000
Robert Bernstein	5,000
Andrew Mitchell	5,000
Cass G. Adelman Cust. Philippa G Adelman UTMA NY	25,000
Cass G Adelman Cust. Jasper G Adelman UTMA NY	35,000
David Wiener	5,000
Pat Mooney	5,000
Jonathan Balk	5,000
David & Marilyn Balk JTWROS	5,000
Chaim Davis	5,000
Craig Pierson	5,000
Richard Melnick	5,000
Jason Adelman	10,000
Marsha Bronsther	10,000
Elizabeth Lau	10,000
Travis Lau	10,000
Michael Goldberg	10,000
Daniel Schneiderman	10,000
David Siegel	12,500
Jason Adelman	20,000
David Balk	20,000
Daniel Balk	20,000
Richard Hoffman	52,500
Sean R. Campbell	52,500
	371,320

Priority III *
Alberto M. Sutton 1999 Investment Trust	13,334
Andrew Mitchell	60,000
Anil Narang	33,333
Barry A. Silkowitz	25,000
David N. Siegel Revocable Trust dated April 7, 2010	24,667
David Wiener cust Enzo Wiener	10,000
David Wiener cust Hans Wiener	10,000
David Wiener cust Weston Wiener	10,000
David Wiener Rev. Trust	33,333
Elliot Groffman	3,333
Emily Sara Siegal 1999 Trust	8,000
Hyannis Port Capital, Inc. (John B. Wilson)	16,667
J. Bradley Engen	5,000
James H. Engen	10,000
Jason Adelman	16,667
Jeff Hermanson (Matt Petcoff)	16,667
Johan M. Spoor	6,667
Kate Wiener Rev. Trust	33,334
Katherine Wiener	16,667
Mark Eugene Reaman	6,666
Mark Wierenga	3,333
Marsha Bronsther	6,667
Matthew Levine	3,334
MKM Opportunity Master Fund, Ltd.	469,999
One East Partners Master LP	166,667
One East Partners Opportunities LP	166,667
Revach Fund, LP	16,667
Richard Hoffman	10,001
Robert Bernstein	10,000
Robert M. Bernstein IRA	5,000
Roger Sherman	7,000
Rohan Campbell	13,334
Ryan H. Engen	5,000
Scott Campbell	15,000
Stephen M. Wolf	33,333
Steve Golden	33,333
Steven Ostrofsky	13,334
Stuart E. Katz, M.D., Carmen Scoseria Katz, JTWROS	13,000
The Elliot Sutton 1999 Investment Trust	6,667
Tim Engen	3,333
	1,361,004

Priority II *
Alberto M. Sutton 1999 Investment Trust	6,667
Andrew Mitchell	30,000
Narang Family Partnership LP	16,667
Barry A. Silkowitz	12,500
David N. Siegel Revocable Trust dated April 7, 2010	12,334
David Wiener cust Enzo Wiener	5,000
David Wiener cust Hans Wiener	5,000
David Wiener cust Weston Wiener	5,000
David Wiener Rev. Trust	16,667
Elliot Groffman	1,667
Emily Sara Siegal 1999 Trust	4,000
Hyannis Port Capital, Inc.	8,334
J. Bradley Engen	2,500
James H. Engen	5,000
Jason Adelman	8,334
Jeff Hermanson	8,334
Johan M. Spoor	3,334
Kate Wiener Rev. Trust	16,667
Katherine Wiener	8,334
Mark Eugene Reaman	3,333
Mark Wierenga	1,667
Marsha Bronsther	3,334
Matthew Levine	1,667
MKM Opportunity Master Fund, Ltd.	235,001
One East Partners Master LP	83,333
One East Partners Opportunities LP	83,333
Revach Fund, LP	8,334
Richard Hoffman	5,001
Robert Bernstein	7,500
Roger Sherman	3,500
Rowan Campbell	6,667
Ryan H. Engen	2,500
Scott Campbell	7,500
Stephen M. Wolf	16,667
Steve Golden	16,667
Steven Ostrofsky	6,667
Stuart E. Katz, M.D., Carmen Scoseria Katz, JTWROS	6,500
The Elliot Sutton 1999 Investment Trust	3,334
Tim Engen	1,667
	680,511

Priority I*
Harvey Judkowitz	29,250
Robert Scheme	19,250
Richard Friedman	10,000
Martin Sumichrast	112,500
Ralph Olsen	112,500
Castle Bison, Inc.	112,500
Waterford Capital Acquisition Co. IX, LLC	719,595
	1,115,595

		ALBERT EINSTEIN COLLEGE OF MEDICINE OF YESHIVA UNIVERSITY, A DIVISION OF YESHIVA UNIVERSITY

WITNESS:		/s/ J. Michael Gower
/s/ T. [Colon]		Name: J. Michael Gower
Date: October 27, 2010		Title: Vice President and CFO
		Date: October 27, 2010

		MASSACHUSETTS INSTITUTE OF T ECHNOLOGY

WITNESS:		/s/ Lita Nelson
/s/ Andrea Barry		Name: Lita L. Nelson
Date: September 8, 2010		Title: Director, Technology Licensing Office
		Date: September 8, 2010

		CORNELL UNIVERSITY

WITNESS:		/s/ Alan Pacou
/s/ Danielle [Reelence]		Name: Alan Pacou
Date: September 1, 2010		Title:
		Date: September 1, 2010

		ISTITUTI FISIOTERAPICI OSPITALIERI

WITNESS:		/s/ Francesco Bevere
/s/ P. [Cee**]		Name: Francesco Bevere
Date: October 20, 2010		Title: Direttore Generale
		Date: October 20, 2010

		METASTAT, INC.

WITNESS:		/s/ Warren C. Lau
/s/ Matthew Balk		Name: Warren C. Lau
Date: August 26, 2010		Title: President and CEO
		Date:August 26, 2010

EMPLOYMENT YEAR	BASE SALARY

2010	$	125,000.00

2011	$	145,000.00

2012	$	175,000.00