MetaStat, Inc. (Form: 10-K, Received: 05/31/2016 06:04:59)

Exhibit No.	Description
2.1	Share Exchange Agreement dated February 27, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 25, 2012).

3.1	Articles of Incorporation of MetaStat, Inc., as amended (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 21, 2012).

3.2	Certificate of Designation of Rights and Preferences of the Series A Preferred Stock dated June 30, 2014 (Incorporated by reference to our Current Report on Form 8-K filed on July 2, 2014).

3.3	Amended and Restated Certificate of Designation of the Preferences, Rights and Limitations of the Series B Preferred Stock filed on December 31, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on April 2, 2015).

3.4	Amended and Restated By-laws (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on November 23, 2015).

4.1	Form of Investor Warrant dated February 27, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 21, 2012).

4.2	Form of Warrant issued to certain affiliates dated February 27, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 21, 2012).

4.3	Form of Investor Warrant dated May 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 7, 2012).

4.4	Form of May 2014 Convertible Promissory Note (Incorporated by reference to our Annual Report on Form 10-K filed with the Commission on June 13, 2014).

4.5	Form of Warrant issued to Holders of May 2014 Convertible Promissory Notes (Incorporated by reference to our Annual Report on Form 10-K filed with the Commission on June 13, 2014).

4.6	Form of Investor Warrant dated June 30, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on July 2, 2014).

4.7	Form of Series A Warrant dated December 31, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on January 7, 2015).

4.8	Form of Series B Warrant dated December 31, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on January 7, 2015).

4.9	Form of Amended and Restated Series A Warrant dated March 27, 2015 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on April 2, 2015).

4.10	Form of August 2015 Promissory Note (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on August 5, 2015).

4.11	Form of Amendment No. 1 to August 2015 Promissory Note (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 19, 2016).

4.12	Form of August 2015 Warrant (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on August 5, 2015).

4.13	Form of OID Promissory Note (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 19, 2016).

4.14	Form of OID Warrant (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 19, 2016).

4.15*		Form of Warrant dated May 26, 2016.

10.1		Form of Securities Purchase Agreement dated February 27, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 25, 2012).

10.2		Form of Registration Rights Agreement dated February 27, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 21, 2012).

10.3 †		License Agreement with AECOM, MIT, Cornell and IFO-Regina dated August 26, 2010 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on August 13, 2012).

10.4		Second Amended and Restated 2012 Omnibus Securities and Incentive Plan (Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed with the Commission on May 29, 2015).

10.5		Form of Consultant Non-Qualified Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 21, 2012).

10.6		Form of Employee Non-Qualified Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 21, 2012).

-69-

10.7		Form of Securities Purchase Agreement dated May 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 7, 2012).

10.8		Form of Registration Rights Agreement dated May 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 7, 2012).

10.9		Sponsored Research Agreement with AECOM and Cornell University, dated April 2011 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 25, 2012).

10.10 †		“Second” License Agreement with AECOM effective March 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on August 13, 2012).

10.11 †		“Third” License Agreement with AECOM effective March 2012 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on August 13, 2012).

10.12		Consulting Agreement of Oscar L. Bronsther dated June 17, 2015 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 18, 2015).

10.13		Separation and Release Agreement of Oscar L. Bronsther dated June 17, 2015 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 18, 2015).

10.14		Employment Agreement of Daniel Schneiderman dated May 24, 2013 (Incorporated by reference to our Annual Report on Form 10-K filed with the Commission on June 13, 2014).

10.15		Form of May 2014 Convertible Note and Warrant Purchase Agreement (Incorporated by reference to our Annual Report on Form 10-K filed with the Commission on June 13, 2014).

10.16 †		Diagnostic License Agreement with the Massachusetts Institute of Technology and its David H. Koch Institute for Integrative Cancer Research at MIT and its Department of Biology, AECOM, and Montefiore Medical Center as of December 7, 2013 (Incorporated by reference to our Current Report on Form 8-K, as amended, initially filed with the Commission on December 12, 2013).

10.17 †		Therapeutic License Agreement with the Massachusetts Institute of Technology and its David H. Koch Institute for Integrative Cancer Research at MIT and its Department of Biology, AECOM, and Montefiore Medical Center as of December 7, 2013 (Incorporated by reference to our Current Report on Form 8-K, as amended, initially filed with the Commission on December 12, 2013).

10.18		Form of Securities Purchase Agreement dated June 30, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on July 2, 2014).

10.19		Form of Registration Rights Agreement dated June 30, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on July 2, 2014).

10.20		Antibody License Agreement with MIT dated June 2, 2014 (Incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on July 15, 2014).

10.21		Memorandum of Understanding dated July 14, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on July 17, 2014).

10.22		Amendment No. 1 to Memorandum of Understanding dated October 12, 2014 (Incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 15, 2014).

10.23		Employment Agreement with Douglas Hamilton dated June 17, 2015 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 18, 2015).

10.24		Form of Securities Purchase Agreement dated October 10, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on October 14, 2014).

10.25		Form of Registration Rights Agreement dated October 10, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on October 14, 2014).

10.26		Form of Securities Purchase Agreement dated October 24, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on October 30, 2014).

10.27		Form of Registration Rights Agreement dated December 31, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on January 7, 2014).

10.28		Form of Registration Rights Agreement dated December 31, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on January 7, 2014).

10.29		Form of Amended and Restated Securities Purchase Agreement dated March 27, 2015 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on April 2, 2015).

10.30		Form of Amended and Restated Registration Rights Agreement dated March 27, 2015 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on April 2, 2015).

-70-

10.31†		License, Development and Commercialization Agreement by and between MetaStat, Inc., MetaStat BioMedical, Inc., and ASET Therapeutics LLC, dated November 25, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on January 13, 2015).

10.32		Form of Note Purchase Agreement dated June 30, 2014 (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on August 5, 2015).

10.33	Form of OID Note Purchase Agreement (Incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 19, 2016).

10.34*		Form of Subscription Agreement dated May 26, 2016.

10.35*		Form of Registration Rights Agreement dated May 26, 2016.

21.1		Subsidiaries of the Registrant (Incorporated by reference to our Annual Report on Form 10-K filed with the Commission on May 28, 2013).

31*		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101. INS**		XBRL Instance Document.

101. SCH**		XBRL Taxonomy Extension Schema.

101. CAL**		XBRL Taxonomy Extension Calculation Linkbase.

101. DEF**		XBRL Taxonomy Extension Definition Linkbase.

101. LAB**		XBRL Taxonomy Extension Label Linkbase.

101. PRE**		XBRL Taxonomy Extension Presentation Linkbase.

___________

† Confidential treatment has been granted with respect to portions of this exhibit.

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, the XBRL (Extensible Business Reporting Language) information included in Exhibit 101 hereto is deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

-71-

Exhibit 10.34

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “ Agreement ”) is made and entered into by and among MetaStat, Inc., a Nevada corporation (the “ Company ”), and each of the eligible investors who executes this Agreement and whose names are set forth on the signature pages hereto (individually, a “ Subscriber ” and collectively, the “ Subscribers ”).

RECITALS

WHEREAS, the Company is conducting a private placement (the “ Offering ”) of units (each a “ Unit ” and collectively the “ Units ”) to Subscribers who qualify as “accredited investors”, as such term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”);

WHEREAS, the Company is offering up to a maximum of (the “ Maximum Offering ”) 500 Units or $5,000,000, subject to increase of the Maximum Offering by up to 225 Units or $2,250,000 (the “Over-Allotment”), through [_________________] (the “ Placement Agent ”) and such other sub-placement agent(s) or selected dealer(s) as the Company and the Placement Agent may designate, on a “best efforts” basis;

WHEREAS, each Unit consists of (i) 5,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), and (ii) a warrant to purchase 2,500 shares of Common Stock at a purchase price of $3.00 per share and a term of 5 years (the “ Warrants ”);

WHEREAS, the offering price is $10,000 per Unit (the “ Purchase Price ”);

WHEREAS, the Units are being offered pursuant to the Company’s Confidential Private Placement Memorandum (together with all exhibits, appendices, schedules, supplements and amendments thereto, collectively the “ Memorandum ”), to which this Agreement is attached as Exhibit A ;

WHEREAS, the Units will be offered through the date 90 days after the date of the Memorandum, subject to an extension for up to an additional 90-day period as the Company and the Placement Agent may mutually agree (the “ Termination Date ”),

WHEREAS, the Company may conduct an initial closing on an amount mutually agreed by the Company and the Placement Agent (the “ Initial Closing ”) or one or more subsequent closings at any time following the Initial Closing on or before the Termination Date. The Company may accept or reject subscriptions in whole or in part in its discretion for any reason;

WHEREAS, following one or more closings of an aggregate of 200 Units or $2,000,000 in cash subscriptions has been subscribed for, a portion of the Purchase Price may be paid by certain Subscribers forgiving outstanding indebtedness in the aggregate amount of up to $2,076,000 owed by the Company as evidenced by promissory notes held by such Subscribers (the “ Note Exchange ”), as more fully described in the Memorandum;

WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act; and

WHEREAS, the Subscriber desires to purchase and the Company desires to sell that amount of Units set forth on the signature page hereof on the terms and conditions hereinafter set forth;

-1-

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Subscribers hereby agree as follows:

ARTICLE I

Subscription for Units

Section 1.1 Subscription . The Company is offering to each Subscriber and each Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Units as set forth on such Subscriber’s signature page hereto at a Purchase Price of $10,000 per Unit for aggregate consideration as set forth on the Subscriber’s signature page hereto (the “ Subscription Proceeds ”), subject to a minimum subscription of one (1) Unit ($10,000), unless the Company in its sole discretion agrees to accept a subscription for a lesser number of Units. All subscriptions are irrevocable by the Subscriber. The subscription is not transferable or assignable by the Subscriber.

Section 1.2 Payment .

(a) The Subscription Proceeds shall be paid to Signature Bank, as escrow agent for the Company (the “ Escrow Agent ”), by wire transfer of immediately available funds in U.S. dollars (or in the form of a personal or cashier’s check) in accordance with the wire and delivery instructions attached hereto as Exhibit A . The Subscription Proceeds must accompany the documents indicated in Section 1.3 below.

(b) The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection herewith will be held by the Placement Agent on behalf of the Company, and any Subscription Proceeds will be deposited in an escrow account (the “ Escrow Account ”), held by the Escrow Agent. In the event that this Agreement is not accepted in whole or in part by the Company for whatever reason, this Agreement and any other documents delivered in connection herewith will be returned to the Subscriber by the Placement Agent at the address of the Subscriber as set forth on the Subscriber’s signature page hereto, and any Subscription Proceeds deposited in the Escrow Account shall be returned to the Subscriber by the Escrow Agent in accordance with the payment information provided by the Placement Agent to the Escrow Agent.

(c) In connection with the Note Exchange, certain Subscribers who are holders of the Company’s indebtedness in an amount of up to $2,076,000 may tender their indebtedness in the form of promissory notes to the Company in lieu of payment of the Subscription Proceeds as described in Section 1.2(a) above.

Section 1.3 Documents Required from Subscriber . In order to subscribe for the Units, each Subscriber will be required to complete, execute and deliver to the Company the following:

(i) this Agreement;

(ii) the Confidential Private Subscriber Questionnaire, which is attached as Exhibit B to the Memorandum; and

(iii) the Registration Rights Agreement, which is attached as Exhibit C to the Memorandum.

-2-

Section 1.4 Obligations of the Escrow Agent . The Subscription Proceeds shall be deposited by the Subscriber on behalf of the Placement Agent in the Escrow Account pursuant to the instructions in Exhibit A attached hereto. The Subscriber agrees that the Escrow Agent shall have no accountability or obligations to the Subscriber whatsoever, and acknowledges that the Escrow Agent is accountable only to the Company and the Placement Agent. The Subscriber agrees that when the Subscription Proceeds are deposited in the Escrow Account, the Escrow Agent’s only duty shall be to deliver the Subscription Proceeds to the Company or its designees, all solely according to payment instructions submitted jointly by the Company and the Placement Agent (the “ Payment Instructions ”), and the Escrow Agent shall require no further instructions from the Subscriber in delivering the same to the Company or its designees. In the event the Company rejects this subscription in whole or in part, the Escrow Agent shall return the Subscription Proceeds directly to the investor without interest or deduction there from. The proceeds of the Escrow Account shall be distributed in accordance with Section 1.5.

Section 1.5 Closings . The Initial Closing of the purchase and sale of the Units to be acquired by the Subscribers from the Company under this Agreement shall take place at such time as Subscribers have executed this Agreement to purchase an amount as mutually agreed by the Company and the Placement Agent (which amount shall not include the Note Exchange pursuant to the terms of Section 1.2(c) hereof), and all of the conditions applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “ Initial Closing Date ”). After the Initial Closing, the Company may conduct any number of additional closings at any time (each, an “ Additional Closing ” and, together with the Initial Closing, a “ Closing ”) so long as the final Additional Closing occurs on or before the Termination Date. Subject to all conditions to Closing having been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “ Closing Date ”). For purposes of this Agreement, a “business day” means a day (A) other than Saturday or Sunday and (B) on which commercial banks are open for business in New York City, New York. Closing of the Offering of the Units shall occur in the following manner:

(a) The Escrow Agent shall upon notice of a Closing Date jointly from the Company and the Placement Agent, release to the Company or its designees the proceeds of the Offering in accordance with the Payment Instructions.

(b) Within five (5) business days after each Closing Date, the Company shall irrevocably instruct its transfer agent to deliver to the Subscriber one or more stock certificates bearing the restrictive legends described herein, evidencing such number of Shares equal to 5,000 multiplied by the number of Units the Subscriber is purchasing as is set forth on Subscriber’s signature page hereto.

(c) Within five (5) business days after each Closing Date, the Company shall prepare and deliver to the Subscriber one or more Warrants, which is attached as Exhibit D to the Memorandum, evidencing such number of Warrants equal to 2,500 multiplied by the number of Units the Subscriber is purchasing as is set forth on Subscriber’s signature page hereto.

ARTICLE II

Representations and Warranties of the Company

Section 2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Subscribers, as of the date of each Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), as follows:

(a) Organization, Good Standing and Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect on the Company’s consolidated financial condition. “ Material Adverse Effect ” means any material adverse effect on the business, operations, properties, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement or the Transaction Documents (as defined below) in any material respect.

(b) Corporate Power; Authority and Enforcement . The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Warrants and any other document in connection with the Memorandum (collectively, the “ Transaction Documents ”), to carry out the provisions of Transaction Documents and to issue and sell the Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its board of directors or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

-3-

(c) Internal Documents . The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of its articles of incorporation, by-laws or other organizational or charter documents including, but not limited to, all documents setting forth and/or establishing the terms, rights, conditions and/or limitations of any of the Company’s stock (the “ Internal Documents ”), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “ Lien ”) of any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected, provided , however , that, excluded from the foregoing in all cases (other than clause (i) above) are such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.

(d) Issuance of Units, Etc . The Units, the Shares and the Warrants comprising the Units, to be issued at each Closing have been duly authorized by all necessary corporate action and the Shares, when paid for or issued in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable and, immediately after each Closing, the Subscribers will be the owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances, except as may be imposed under federal and state securities laws. When the shares of Common Stock underlying the Warrants (the “ Warrant Shares ”) are issued in accordance with the terms of the Warrants, such Warrant Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders will be entitled to all rights accorded to a holder of Common Stock and will be the record and beneficial owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances.

(e) Subsidiaries . Each Subsidiary has been duly incorporated or otherwise organized and is validly existing and in good standing in each of their respective jurisdictions of incorporation or organization. Each Subsidiary is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or any other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Subsidiary or any convertible securities, rights, warrants or options of the type described in the preceding sentence. Neither the Company nor any Subsidiary is party to, nor has any knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of any Subsidiary. For the purposes of this Agreement, “ Subsidiary ” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries. MetaStat Biomedical Corporation, a Delaware corporation, is wholly owned by the Company and is the Company’s only Subsidiary.

(f) Commission Documents, Financial Statements . For the two year period preceding the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “ Commission Documents ”). The Company has not provided to the Subscribers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Subscribers, if any. At the time of the respective filings, the Form 10-K’s and the Form 10-Q’s filed during the two-year period preceding the date hereof complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents. The financial statements of the Company included in the Commission Documents (the “ Financial Statements ”) complied as of their respective filing dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is an issuer that is subject to Rule 144(i) under the Securities Act.

-4-

(g) No Material Adverse Effect . Since November 30, 2015, neither the Company, nor any Subsidiary has experienced or suffered any Material Adverse Effect.

(h) No Undisclosed Events or Circumstances . No event or circumstance has occurred or exists with respect to the Company or any Subsidiary or their respective businesses, properties, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

(i) Memorandum, Use of Proceeds . The Memorandum, as of its date or such later date on which the Memorandum is amended or supplemented, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company hereby covenants to use the monies raised from the Offering as described in the “Use of Proceeds” section of the Memorandum.

(j) Title to Assets . Each of the Company and its Subsidiaries has good and marketable title to (i) all properties and assets purportedly owned or used by them as reflected in the Financial Statements, (ii) all properties and assets necessary for the conduct of their business as currently conducted, and (iii) all of the real and personal property reflected in the Financial Statements free and clear of any Lien. All leases are valid and subsisting and in full force and effect.

(k) Actions Pending . There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company or any Subsidiary (i) which questions the validity of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto or (ii) involving any of their respective properties or assets. To the knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any Subsidiary or any of their respective executive officers or directors in their capacities as such.

(l) Compliance with Law . The Company and each Subsidiary have all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(m) No Violation of Law. The business of the Company and each Subsidiary is not being conducted in violation of any federal, state, local or foreign governmental laws, or rules, regulations and ordinances of any of any governmental entity, except for possible violations which singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents, or issue and sell the Units in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or state securities administrators subsequent to the Closing).

(n) Taxes . The Company and each Subsidiary, to the extent its applicable, has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the consolidated financial statements of the Company for all current taxes and other charges to which the Company or any Subsidiary, if any, is subject and which are not currently due and payable. None of the federal income tax returns of the Company have been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal, state or foreign) of any nature whatsoever, whether pending or threatened against the Company or any Subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.

(o) Intellectual Property . Each of the Company and its Subsidiaries owns or has the lawful right to use 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, if any, and all rights with respect to the foregoing, if any, which are necessary for the conduct of their respective business as now conducted without any conflict with the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). The Company has not received a written notice that any of the Intellectual Property Rights used by the Company violates or infringes upon the rights of any person. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any person that the Company’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of another. To the Company’s knowledge, there is no existing infringement by another person of any of the Intellectual Property Rights that would have or would reasonably be expected to have a Material Adverse Effect. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

-5-

(p) Securities Act of 1933 . Assuming the accuracy of the representations and warranties of the Subscribers set forth in Section 3.1 hereof, the Company has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares and Warrants hereunder. Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy any of the Shares, the Warrants or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any person, or has taken or will take any action so as to bring the issuance and sale of any of the shares of Common Stock and the Warrants in violation of the registration provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the shares of Common Stock and the Warrants.

(q) Governmental Approvals . Except for the filing of any notice prior or subsequent to the Closing Date that may be required under applicable state and/or federal securities laws (which if required, shall be filed on a timely basis), including the filing of a Form D, Current Report on Form 8-K and a registration statement or statements pursuant to the Registration Rights Agreement, no authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the Shares, or for the performance by the Company of its obligations under the Transaction Documents.

(r) Investment Company Act . The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(s) No Integrated Offering . Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Offering and/or sale of the Units pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Units pursuant to Rule 506 under the Securities Act, nor will the Company or any of its affiliates take any action or steps that would cause the offering and/or sale of the Units to be integrated with other offerings.

(t) Sarbanes-Oxley Act. The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), and the rules and regulations promulgated thereunder, that are effective and for which compliance by the Company is required as of the date hereof. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(u) Certain Fees . Except as disclosed in the Memorandum, no brokers fees, finders’ fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions contemplated by this Agreement and the other Transaction Documents.

(v) Listing and Maintenance Requirements . The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the OTCQB to the effect that the Company is not in compliance with the listing or maintenance requirements of the OTCQB. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

-6-

ARTICLE III

Representations and Warranties of the Subscribers

Section 3.1 Representations and Warranties of Each of the Subscribers . Each Subscriber, severally and not jointly with the other Subscribers, hereby makes the following representations and warranties to the Company as of the date hereof, with respect solely to itself and not with respect to any other Subscriber:

(a) Authorization and Power . Each Subscriber has the requisite power and authority to enter into and perform this Agreement and each of the other Transaction Documents to which such Subscriber is a party and to purchase the Units being sold to it hereunder. The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Subscriber is a party by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership or limited liability company action, and no further consent or authorization of such Subscriber or its board of directors, stockholders, partners, members, or managers, as the case may be, is required. This Agreement and each of the other Transaction Documents to which such Subscriber is a party has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms hereof.

(b) No Conflicts . The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Subscriber is a party and the consummation by such Subscriber of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Subscriber is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such Subscriber). Such Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any other Transaction Document to which such Subscriber is a party or to purchase the Units in accordance with the terms hereof, provided, that for purposes of the representation made in this sentence, such Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(c) Status of Subscribers . Such Subscriber is an “accredited investor” as defined in Regulation D under the Securities Act and as set forth on such Confidential Private Subscriber Questionnaire attached as Exhibit B to the Memorandum. Such Subscriber is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Subscriber is not a broker-dealer, nor an affiliate of a broker-dealer, unless indicated on such Confidential Private Subscriber Questionnaire.

(d) Acquisition for Investment . Such Subscriber is acquiring the Units and underlying securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with a distribution. Such Subscriber does not have a present intention to sell Units or underlying securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Units or underlying securities to or through any person or entity; provided , however , that by making the representations herein, such Subscriber does not agree to hold the Units or underlying securities for any minimum or other specific term and reserves the right to dispose of the Units or underlying securities at any time in accordance with federal and state securities laws applicable to such disposition. Each Subscriber acknowledges that it is able to bear the financial risks associated with an investment in the Units and that it has been given full access to such records of the Company and to the officers of the Company and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.

(e) Opportunities for Additional Information . Such Subscriber acknowledges that such Subscriber has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company.

(f) No General Solicitation . Such Subscriber acknowledges that the Units and the underlying securities were not offered to such Subscriber by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Subscriber was invited by any of the foregoing means of communications.

-7-

(g) Rule 144 . Such Subscriber understands that the Units and the Shares and Warrants comprising the Units must be held indefinitely unless such Shares and Warrant Shares are registered under the Securities Act or an exemption from registration is available. Such Subscriber acknowledges that such Subscriber is familiar with Rule 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“ Rule 144 ”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Subscriber understands that to the extent that Rule 144 is not available, such Subscriber will be unable to sell any Shares or Warrant Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

(h) General . Such Subscriber understands that the Units and underlying securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of such Subscriber to acquire the Units and underlying securities.

(i) Independent Investment . Except as may be disclosed in any filings with the Commission by the Subscribers under Section 13 and/or Section 16 of the Exchange Act, no Subscriber has agreed to act with any other Subscriber for the purpose of acquiring, holding, voting or disposing of the Units or underlying securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Subscriber is acting independently with respect to its investment in the Units and underlying securities.

(j) Company’s Business . The Memorandum reflects the Company’s current intentions and business, financial and other information currently available to the Company and, as such, the Subscriber understands and acknowledges that the precise nature of the Company’s operations, use of proceeds, capital needs, and other factors inherent in the Company’s business can be expected to change from time to time.

(k) Legend . The undersigned hereby agrees that the Company will insert the following legends on the face of the Shares, Warrants and the Warrant Shares in compliance with applicable securities laws:

“ THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

-8-

ARTICLE IV

Indemnification

Section 4.1 General Indemnity . The Company agrees to indemnify and hold harmless the Subscribers (and their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Subscribers as a result of any breach of the representations, warranties or covenants made by the Company herein. Each Subscriber severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any breach of the representations, warranties or covenants made by such Subscriber herein. The maximum aggregate liability of each Subscriber pursuant to its indemnification obligations under this Article IV shall not exceed the portion of the Purchase Price paid by such Subscriber hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.

Section 4.2 Indemnification Procedure . Any party entitled to indemnification under this Article IV (an “ Indemnified Party ”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided , that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article IV except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided , however , that the indemnifying party shall be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding anything in this Article IV to the contrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.

ARTICLE V

Miscellaneous

Section 5.1 Fees and Expenses . Except as otherwise set forth in this Agreement and the other Transaction Documents, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

Section 5.2 Consent to Jurisdiction . Each of the Company and the Subscribers (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Subscribers consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 5.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

-9-

Section 5.3 Entire Agreement; Amendment . This Agreement and the other Transaction Documents contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein or in the Transaction Documents, neither the Company nor any of the Subscribers makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement nor any of the Transaction Documents may be waived or amended other than by a written instrument signed by the Company and the holders of over fifty percent (50%) of the Shares then outstanding (the “ Majority Holders ”), and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Shares then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.

Section 5.4 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via electronic mail or “Email” at the Email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day (defined below), (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via Email at the Email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. For purposes hereof, “ Trading Day ” means a day on which the OTCQB is open for trading.

Section 5.5 Waivers . No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 5.6 Headings . The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice versa.

Section 5.7 Successors and Assigns . This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Subscribers, as applicable, provided , however , that, subject to federal and state securities laws and as otherwise provided in the Transaction Documents, a Subscriber may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all or substantially all of its shares of Common Stock or Warrants in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of the Company or the other Subscribers, after notice duly given by such Subscriber to the Company provided , that no such assignment or obligation shall affect the obligations of such Subscriber hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Subscribers. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 5.8 No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 5.9 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

Section 5.10 Survival . The representations and warranties of the Company and the Subscribers shall survive the execution and delivery hereof and the Closing hereunder for a period of one (1) year following the Closing Date.

-10-

Section 5.11 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

Section 5.12 Publicity . The Company agrees that it will not disclose, and will not include in any public announcement, the name of the Subscribers without the consent of the Subscribers unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

Section 5.13 Severability . The provisions of this Agreement and the Transaction Documents are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement or the Transaction Documents shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or the Transaction Documents and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Section 5.14 Further Assurances . From and after the date of this Agreement, upon the request of any Subscriber or the Company, each of the Company and the Subscribers shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement, the Shares, the Warrants, the Warrant Shares, the Registration Rights Agreement and the other Transaction Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-11-

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

METASTAT, INC.
By:__________________________________________ Name: Douglas A. Hamilton Title: President & Chief Executive Officer Address for Notice : MetaStat, Inc. 27 Drydock Ave., 2 nd Floor Boston, MA 02210 Attention: Douglas A. Hamilton, CEO; or Daniel Schneiderman, Vice President, Finance Telephone No.: (617) 531-6500 Facsimile No. (646) 304-7086 Email: dhamilton@metastat.com and dschneiderman@metastat.com With a copy to (which shall not constitute notice):
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 Email: dlevine@loeb.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR SUBSCRIBERS FOLLOWS]

-12-

SUBSCRIBER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Subscriber: ________________________

Signature of Authorized Signatory of Subscriber : ________________________

Name of Authorized Signatory: ________________________

Title of Authorized Signatory: ________________________

Email Address of Authorized Signatory: ___________________

_____

Phone Number of Authorized Signatory: ________________________

Facsimile Number of Authorized Signatory: ________________________

Address for Notice to Subscriber:

________________________

Address for Delivery of Securities to Subscriber (if not same as address for notice):

________________________

Number of Units Subscribed For: __________

Subscription Proceeds (Number of Units Subscribed For x Purchase Price of $10,000): $__________

Shares to be Issued to Subscriber (Number of Units Subscribed For x 5,000): __________

Warrant to be Issued to Subscriber (Number of Units Subscribed For x 2,500): __________

Subscriber’s Tax I.D. or Social Security Number: __________

-13-

EXHIBIT A

TO THE SUBSCRIPTION AGREEMENT

ESCROW WIRE INSTRUCTIONS

-14-

NEVADA	20-8753132
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

27 Drydock Ave., 2 nd Floor
Boston, Massachusetts	02210
(Address of principal executive offices)	(Zip Code)

Large accelerated filer	o	Non-accelerated filer	o
Accelerated filer	o	Smaller reporting company	x

PART I

	Item 1.	Business	2
	Item 1A.	Risk Factors	21
	Item 1B.	Unresolved Staff Comments	44
	Item 2.	Properties	44
	Item 3.	Legal Proceedings	44
	Item 4.	Mine Safety Disclosures	44

PART II

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
	Item 6.	Selected Financial Data	46
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	53
	Item 8.	Financial Statements and Supplementary Financial Data	53
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	53
	Item 9A.	Controls and Procedures	54
	Item 9B.	Other Information	54

PART III

	Item 10.	Directors, Executive Officers and Corporate Governance	55
	Item 11.	Executive Compensation	62
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
	Item 14.	Principal Accounting Fees and Services.	68

PART IV

	Item 15.	Exhibits and Financial Statement Schedules	69

	2015 U.S. Incidence		2015 Estimated Deaths		Addressable Patient Population
Total Cancer		1,658,370		589,430		544,776
Epithelial Cancers		1,469,710		515,434		544,776
Breast Cancer		231,840		40,290		185,472
Lung Cancer		221,200		158,040		112,812
Prostate Cancer		220,800		27,540		198,720
Colorectal Cancer		132,700		49,700		47,772

·	conducting validation studies of such tests in collaboration with key thought leaders to demonstrate their use and value in important medical decisions such as treatment selection;
·	conducting clinical utility studies of such tests to demonstrate economic usefulness to providers and payers;
·	whether our current or future partners, support our offerings;

·	the success of the sales force and marketing effort;

·	whether healthcare providers believe such diagnostic tests provide clinical utility;

·	whether the medical community accepts that such diagnostic tests are sufficiently sensitive and specific to be meaningful in patient care and treatment decisions; and

·	whether private health insurers, government health programs and other third-party payers will cover such cancer diagnostic tests and, if so, whether they will adequately reimburse us.

·	not experimental or investigational;

·	medically necessary;

·	appropriate for the specific patient;

·	cost-effective;

·	supported by peer-reviewed publications; and

·	provide a clinical utility.


·	multiple, conflicting and changing laws and regulations such as tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

·	competition from local and regional product offerings;

·	failure by us or our distributors to obtain regulatory approvals for the use of our tests in various countries;

·	difficulties in staffing and managing foreign operations;

·	complexities associated with managing multiple payer reimbursement regimes, government payers or patient self-pay systems;

·	logistics and regulations associated with shipping tissue samples, including infrastructure conditions and transportation delays;

·	limits in our ability to penetrate international markets if we are not able to process tests locally;

·	lack of intellectual property protection in certain markets;

·	financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our tests and exposure to foreign currency exchange rate fluctuations;

·	natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and

·	regulatory and compliance risks that relate to maintaining accurate information and control over the activities of our sales force and distributors that may fall within the purview of the FCPA, its books and records provisions or its anti-bribery provisions.

·	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.


·	progress, or lack of progress, in developing and commercializing our current tests and our planned future cancer diagnostic tests;

·	favorable or unfavorable decisions about our tests from government regulators, insurance companies or other third-party payers;

·	changes in key personnel and our ability to recruit and retain qualified research and development personnel;

·	changes in investors’ and securities analysts’ perception of the business risks and conditions of our business;

·	changes in our relationship with key collaborators;

·	changes in the market valuation or earnings of our competitors or companies viewed as similar to us;

·	depth of the trading market in our common stock;

·	termination of the lock-up agreements or other restrictions on the ability of our existing stockholders to sell shares;

·	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

·	the granting or exercise of employee stock options or other equity awards;

·	realization of any of the risks described under this section entitled “Risk Factors;” and

·	general market and economic conditions.

·	closing or bid price requirements;

·	stockholders’ equity requirement;

·	market value of publicly held shares;

·	number of shareholders;

·	number of market makers; and

·	market value of listed securities.

·	1% of the total number of securities of the same class then outstanding; or closing or bid price requirements;

·	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

·	The issuer of the securities that was formerly a shell company has ceased to be a shell company;

·	The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

·	The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

·	At least one year has elapsed from the time that the issuer has filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

·	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.

·	the rate of adoption and/or continued use of our current tests and our planned future tests by healthcare practitioners;

·	variations in the level of expenses related to our development and commercialization programs;

·	addition or reduction of resources for product commercialization;

·	addition or termination of clinical validation studies and clinical utility studies;

·	any intellectual property infringement lawsuit in which we may become involved;

·	third party payer determinations affecting our tests; and

·	regulatory developments affecting our tests.

	Common Stock
	High		Low
March 1, 2014 through May 31, 2014	$	24.00	$	13.20
June 1, 2014 through August 31, 2014	$	20.40	$	8.34
September 1, 2014 through November 30, 2014	$	12.75	$	6.15
December 1, 2014 through February 28, 2015	$	12.90	$	4.20
March 1, 2015 through May 31, 2015	$	12.00	$	3.90
June 1, 2015 through August 31, 2015	$	6.00	$	3.00
September 1, 2015 through November 30, 2015	$	10.00	$	3.30
December 1, 2015 through February 29, 2016	$	6.35	$	1.80

Equity Compensation Plan Information as of February 29, 2016*
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders *		263,642	$	16.22		57,960
Total		263,642	$	16.22		57,960

	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		More than 5 Years
	(In thousands)
License Agreement	$	575	$	75	$	300	$	200	$	(1	)

Second License Agreement	$	555	$	80	$	275	$	200	$	(2	)

Alternative Splicing Diagnostic License Agreements (3)	$	278	$	40	$	138	$	100	$	(4	)

Antibody License Agreement	$	120	$	25	$	55	$	40	$	(5	)

Lease Agreement (6)	$	64	$	64	$	-	$	-	$	-

(1)	Amount of additional payments depends on several factors, including the duration of the License Agreement, which depends on expiration of the last patent to be issued pursuant to the License Agreement. That duration is uncertain because the last patent has not yet been issued.

(2)	Amount of additional payments depends on several factors, including the duration of the Second License Agreement, which depends on expiration of the last patent to be issued pursuant to the Second License Agreement. That duration is uncertain because the last patent has not yet been issued.
(3)	No annual license maintenance fee payments are due on the Alternative Splicing Therapeutic License Agreement as long as the Alternative Splicing Diagnostic License Agreement is in effect.

(4)	Amount of additional payments depends on several factors, including the duration of the Alternative Splicing Diagnostic License Agreement, which depends on expiration of the last patent to be issued pursuant to the Alternative Splicing Diagnostic License Agreement. That duration is uncertain because the last patent has not yet been issued.

(5)	Amount of additional payments depends on several factors, including the duration of the Antibody License Agreement, which depends on expiration of the last patent to be issued pursuant to the Antibody License Agreement. That duration is uncertain because the last patent has not yet been issued.

(6)	Only includes basic rent payments through August 31, 2016. Additional monthly payments under the lease agreement shall include tax payments and operational costs.

·	the rate of progress in establishing reimbursement arrangements with third-party payers;
·	the success of billing, and collecting receivables;
·	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; and
·	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.

Name	Age	Position
Douglas A. Hamilton	50	President and Chief Executive Officer (1)
Daniel H. Schneiderman	38	Vice President of Finance, Controller and Secretary
Richard Berman	73	Chairman of the Board of Directors (2)
Jerome B. Zeldis, M.D., Ph.D.	66	Vice Chairman of the Board of Directors (3)
Johan M. (Thijs) Spoor	44	Director (4)
Oscar L. Bronsther, M.D., F.A.C.S.	55	Director (5)
H. Philip Goodeve	57	Director (6)
Martin J. Driscoll	55	Director (7)

(1)	Appointed as President and Chief Executive Officer on June 17, 2015.
(2)	Appointed as a member and Chairman of our board of directors effective as of October 15, 2014.
(3)	Appointed as a member and Vice Chairman of our board of directors effective as of April 25, 2016.
(4)	Appointed as a member of our board of directors on February 27, 2012, effective as of April 7, 2012.
(5)	Appointed as a member of our board of directors on February 27, 2012, effective as of April 7, 2012. Resigned as Chief Executive Officer and Chief Medical Officer on June 17, 2015.
(6)	Appointed as a member of our board of directors effective as of October 15, 2014.
(7)	Appointed as a member of our board of directors effective as of March 31, 2015.

Name and Principal Position	Fiscal Year Ended February 29/28	Salary ($)		Bonus ($)		Stock Awards		Option Awards ($) (1)	All Other Compensation ($)	Total ($)

Douglas A. Hamilton, President and CEO (2)	2016		287,213		-		-	221,100	-	508,313
Douglas A. Hamilton, President and CEO (2)	2015		147,863		-		31,076	-	-	178,939

Daniel H. Schneiderman, VP, Finance (3)	2016		165,000		5,000		-	53,650	-	223,650
Daniel H. Schneiderman, VP, Finance (3)	2015		133,333		8,333		15,400	184,001	-	341,067

Oscar L. Bronsther, Former CEO and CMO (4)	2016		174,207		-		-	85,867	2,000	262,074
Oscar L. Bronsther, Former CEO and CMO (4)	2015		175,000		-		-	-	6,000	181,000

Mark Gustavson, Former VP, Diagnostics (5)	2016		150,000		6,000		-	53,650	-	209,650
Mark Gustavson, Former VP, Diagnostics (5)	2015		87,500		3,000		-	184,001	-	274,501

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)		Option Awards ($) (1)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
Richard C. Berman	$	37,500	(2)		-		97,072		-		-		-	$	100,572
Martin J. Driscoll	$	-			-		97,072		-		-		-	$	97,072
Johan M. (Thijs) Spoor,	$	-			-		97,072		-		-		-	$	97,072
H. Philip Goodeve	$	-			-		97,072		-		-		-	$	97,072

	Option Awards									Stock Awards
	Equity Incentive Plan Awards:									Equity Incentive Plan Awards:
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date	Number of shares of stock that have not vested (#)	Market value of shares of stock that have not vested ($) (1)		Number of unearned shares that have not vested (#)		Market or payout value of unearned shares that have not vested ($) (1)
Douglas A. Hamilton (2)		60,000		-		-	$	8.25	6/17/2025	20,000	$	36,000		-		-

Daniel H. Schneiderman		20,000		-		-	$	3.55	2/3/2026	15,000	$	27,000		-		-
Daniel H. Schneiderman		3,334		-		-	$	48.75	4/5/2023	-	$	-		-		-
		3,667		-		-	$	10.20	1/6/2022	1,334	$	2,401		-		-

Mark Gustavson (3)		20,000		-		-	$	3.55	2/3/2026	15,000	$	27,000		-		-

(1	)	Market value based on closing price of common stock at February 29, 2016.
(2	)	Mr. Hamilton was appointed as our president and chief executive officer on June 17, 2015.
(3	)	Mr. Gustavson resigned as our vice president of diagnostics effective March 11, 2016.

Names and Addresses of Beneficial Owners	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)
Douglas A. Hamilton, President and Chief Executive Officer (3)		60,660		3.1%
Daniel H. Schneiderman, Vice President of Finance and Secretary (4)		73,636		3.8%
Richard Berman, Chairman of the Board of Directors (5)		35,441		1.9%
Jerome B. Zeldis, M.D., Ph.D., Vice Chairman of the Board of Directors (6)		100,000		5.1%
Martin J. Driscoll, Director (7)		32,380		1.7%
Johan M. (Thijs) Spoor, Director (8)		48,839		2.6%
Oscar L. Bronsther, M.D., F.A.C.S, Director (9)		92,221		4.8%
H. Philip Goodeve, Director (10)		20,000		1.1%
MKM Opportunity Master Fund, Ltd. (11)		187,053		9.9%
Matthew Balk (12)		132,068		6.9%
All Directors and Officers as a Group (8 Persons)		463,177		18.5%

(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 our 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 1,876,201 shares of our common stock outstanding as of May 24, 2016.
(3)	Consists of (i) 5,771 shares of common stock, (ii) 2,889 shares of common stock underlying the Series B Preferred Stock, (iii) 2,000 shares of common stock underlying warrants, and (iv) 10,000 shares of common stock underlying vested options. Also includes 50,000 shares of common stock underlying options issued on June 18, 2015, subject to certain milestone and market-based vesting.

(4)	Consists of (i) 23,834 shares of common stock, (ii) 1,334 restricted shares of common stock issued pursuant to the 2012 Incentive Plan that vest and become transferable upon the listing of the common stock on a national securities exchange, (iii) 1,467 shares of common stock underlying warrants, and (iv) 16,446 shares of common stock underlying vested options. Also includes 30,555 shares of common stock underlying options subject to certain milestone vesting.
(5)	Consists of (i) 4,329 shares of common stock, (ii) 6,566 shares of common stock underlying the Series B Preferred Stock, and (iii) 4,546 shares of common stock underlying the warrants. Also includes 20,000 stock options issued on May 18, 2015 with annual milestone vesting.
(6)	Includes 100,000 stock options to be issued to Dr. Zeldis, of which, 50,000 stock options are subject to annual milestone vesting and 50,000 stock options are subject to performance milestone vesting.
(7)	Consists of (i) 1,274 shares of common stock, (ii) 6,560 shares of common stock underlying shares of Series B Preferred Stock, and (iii) 4,546 shares of common stock underlying warrants. Also includes 20,000 stock options issued on May 18, 2015 with annual milestone vesting.
(8)	Consists of (i) 24,642 shares of common stock, (ii) 2,208 shares of common stock underlying the Series B Preferred Stock, and (iii) 1,989 shares of common stock underlying warrants. Also includes 20,000 stock options issued on May 18, 2015 with annual milestone vesting.
(9)	Consists of (i) 44,334 shares of common stock underlying vested options held by Dr. Oscar L. Bronsther, (ii) 26,445 shares of common stock held by Marsha G. Bronsther Trustee of the Marsha G. Bronsther Rev. Trust UAD 2/21/14, Dr. Bronsther’s wife, (iii) 2,667 shares of common stock held by The Marsha G. Bronsther Family GRAT NO. 1, (iv) 2,667 shares of common stock held by The Marsha G. Bronsther GRAT NO. 1, (v) 489 shares of common stock underlying warrants held by Marsha Bronsther, (vi) 2,273 shares of common stock underlying warrants held by Dr. Oscar L. Bronsther, (vii) 3,346 shares of common stock underlying the Series B Preferred Stock held by Dr. Oscar L. Bronsther. Also includes 10,000 shares of common stock underlying options held by Dr. Oscar L. Bronsther issued on June 18, 2015 subject to certain milestone. Marsha G Bronsther is the wife of Dr. Oscar L. Bronsther, our Chief Executive Officer. Marsha has voting and investment control over securities held by (i) Marsha G. Bronsther Trustee of the Marsha G. Bronsther Rev. Trust UAD 2/21/14, (ii) The Marsha G. Bronsther Family GRAT NO. 1, and (iii) The Marsha G. Bronsther GRAT NO. 1.

(10)	Includes 20,000 stock options issued on May 18, 2015 with annual milestone vesting.
(11)	Consists of (i) 144,252 shares of common stock; and (ii) 42,801 shares underlying warrants owned by MKM Opportunity Master Fund, Ltd (“MKM Opportunity”). Based on 9.9% ownership blockers in the warrants and Series A Preferred Stock held by MKM Opportunity, does not include (i) 58,285 shares issuable upon the conversion of the Series A Preferred Stock. Also, does not include (i) 9,884 shares of common stock held by David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff; and (ii) 9,884 shares of common stock held by David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff. David Skriloff 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. MKM Capital Advisors, LLC (“MKM Capital”) serves as investment manager to MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of common stock that are directly beneficially owned by MKM Opportunity. David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of common stock that are directly beneficially owned by MKM Opportunity. Based on ownership provided to the Company from the beneficial owner.
(12)	Consists Consists of (i) 104,867 shares of common stock, (ii) 9,534 shares of common stock underlying vested options, and (iii) 17,667 shares of common stock underlying warrants.

Item 13.	CERTAIN RELATIONSHIPS AND RELATED T RANSACTIONS, AND DIRECTOR INDEPENDENCE

	Fiscal Year Ended February 29, 2016		Fiscal Year Ended February 28 , 2015
Audit Fees	$	155,987	$	98,979
Audit-Related Fees	$	-	$	-
Tax Fees	$	8,000	$	7,929
All Other Fees	$	-	$	-
Total	$	163,987	$	106,908

	METASTAT, INC.

May 27, 2016	By:	/s/ Douglas A. Hamilton
		Douglas A. Hamilton, President and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Signature	Capacity	Date

/s/ Richard Berman	Chairman of the Board of Directors	May 27, 2016
Richard Berman

/s/ Jerome B. Zeldis	Vice Chairman of the Board of Directors	May 27, 2016
Jerome B. Zeldis, M.D., Ph.D.

/s/ Oscar Bronsther	Director	May 27, 2016
Oscar L. Bronsther M.D., F.A.C.S

/s/ Johan M. "Thijs" Spoor	Director	May 27, 2016
Johan M. "Thijs" Spoor

/s/ H. Philip Goodeve	Director	May 27, 2016
H. Philip Goodeve

/s/ Martin Driscoll	Director	May 27, 2016
Martin Driscoll

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of February 29, 2016 and February 28, 2015	F-3

Consolidated Statements of Operations for the Years ended February 29, 2016 and February 28, 2015	F-4

Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the years ended February 29, 2016 and February 28, 2015	F-5

Consolidated Statements of Cash Flows for the years ended February 29, 2016 and February 28, 2015	F-6

Notes to Consolidated Financial Statements	F-7

	February 29, 2016			February 28, 2015
ASSETS
Current Assets:
Cash and cash equivalents	$	363,783		$	257,820
Note receivable		125,000			-
Prepaid expenses		33,121			38,748
Total Current Assets		521,904			296,568

Equipment
(net of accumulated depreciation of $169,396
and $96,089, respectively)		497,052			526,606
Refundable deposits		43,600			278,952

TOTAL ASSETS	$	1,062,556		$	1,102,126

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

LIABILITIES
Current Liabilities:
Accounts payable	$	746,144		$	293,152
Accrued expense		214,311			4,565
Current portion of capital lease		-			99,965
Notes payable (net of debt discount of $743,282)		1,533,120			-
Accrued interest payable		56,000			2,352
Accrued dividends on Series B Preferred Stock		48,317			16,767
Total Current Liabilities		2,597,892			416,800

Capital lease		-			169,676
Warrant liability		234,461			273,000
Total Liabilities		2,832,353			859,476

STOCKHOLDERS' (DEFICIT) EQUITY

Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 874,257 and 874,257 issued and outstanding, respectively)		87			87
Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 659 and 229 shares issued and outstanding, respectively)		-			-
Common Stock, ($0.0001 par value; 150,000,000 shares authorized; 1,851,201 and 1,831,483 shares issued and outstanding, respectively)		185			183
Additional paid-in-capital		21,607,259			18,965,529
Accumulated deficit		(23,377,328	)		(18,723,149	)
Total stockholders' (deficit) equity		(1,769,797	)		242,650

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	1,062,556		$	1,102,126