IsoRay, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT
IsoRay, Inc. • July 11th, 2018 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from IsoRay, Inc., a Minnesota corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 11th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 9, 2018, between IsoRay, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AMONG
Merger Agreement • June 6th, 2005 • Century Park Pictures Corp • Retail-eating places • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2014 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2014, between Isoray, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

At Market Issuance Sales Agreement
Perspective Therapeutics, Inc. • November 17th, 2023 • Surgical & medical instruments & apparatus • New York
SHARE RIGHTS AGREEMENT ISORAY, INC. and COMPUTERSHARE TRUST COMPANY N.A. Rights Agent RIGHTS AGREEMENT Dated as of February 1, 2007
Rights Agreement • February 7th, 2007 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Minnesota

Agreement, dated as of February 1, 2007, between IsoRay, Inc., a Minnesota corporation (the “Company”), and Computershare Trust Company N.A. (the “Rights Agent”).

AMENDED and RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • August 29th, 2013 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, Isoray, Inc., a company incorporated under the laws of Minnesota (collectively with its subsidiaries and affiliates, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

STRICTLY CONFIDENTIAL IsoRay, Inc.
Letter Agreement • July 11th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • July 16th, 2012 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • August 29th, 2013 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, Isoray, Inc., a company incorporated under the laws of Minnesota (collectively with its subsidiaries and affiliates, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

UNDERWRITING AGREEMENT
Underwriting Agreement • February 4th, 2021 • Isoray, Inc. • Surgical & medical instruments & apparatus • New York

Isoray Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I (the “Underwriters”) to this Underwriting Agreement (this “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of 36,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 5,400,000 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”

132,075,218 Shares of Common Stock Pre-Funded Warrants to Purchase 30,086,944 Shares of Common Stock Perspective Therapeutics, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • January 22nd, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus

Perspective Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained within this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) 132,075,218 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), and (ii) pre-funded warrants to purchase up to 30,086,944 shares of Common Stock in lieu thereof (such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (as defined below), the “Warrant Shares”) at an exercise price of $0.001 per share in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”). The respective amounts of the Firm Shares and Pre-Funded Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Firm Shares and the

FORM OF WARRANT] ISORAY, INC. Series D Warrant To Purchase Common Stock
IsoRay, Inc. • November 22nd, 2010 • Surgical & medical instruments & apparatus • New York

IsoRay, Inc., a Minnesota a corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER]., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the six month anniversary of the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), TWO MILLION EIGHT HUNDRED TWELVE THOUSAND FIVE HUNDRED (2,812,500) fully paid nonassessable shares of Common Stock (as defined below); PROVIDED THAT NOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, NO MORE THAN THE MA

ISORAY, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • April 6th, 2020 • Isoray, Inc. • Surgical & medical instruments & apparatus • New York

Isoray, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:

ISORAY, inc. $8,500,000 cOMMON STOCK SALES AGREEMENT
Sales Agreement • May 8th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
Mr. Dwight Babcock Chairman & Chief Executive Officer IsoRay, Inc.
IsoRay, Inc. • March 21st, 2014 • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Investment Agreement, dated as of March 4, 2024, between the Company and the Investors (as amended, amended and restated or otherwise modified from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investors, and the Investors are purchasing from the Company, in each case on the Closing Date (as defined in the Investment Agreement), an aggregate of 92,009,981 shares (the “Shares”) of common stock, $0.001 par value of the Company (the “Common Stock”).

FORM OF WARRANT] ISORAY, INC. Amended and Restated Series C Warrant To Purchase Common Stock
IsoRay, Inc. • December 28th, 2010 • Surgical & medical instruments & apparatus • New York

IsoRay, Inc., a Minnesota a corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HUDSON BAY MASTER FUND LTD., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), TWO MILLION EIGHT HUNDRED TWELVE THOUSAND FIVE HUNDRED (2,812,500) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have th

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Investment Agreement, dated as of January 8, 2024, between the Company and the Investor (as amended, amended and restated or otherwise modified from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, in each case on the Closing Date (as defined in the Investment Agreement), an aggregate of 56,342,355 shares (the “Shares”) of common stock, $0.001 par value of the Company (the “Common Stock”).

IsoRay, Inc. Common Stock SALES AGREEMENT
Sales Agreement • April 23rd, 2010 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
ISORAY, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • June 30th, 2017 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Minnesota

IsoRay, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Common Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the IsoRay, Inc. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) represents that the Participant has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the Plan, and this Option Agreement, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan, and this Option Agreement, and (c) agrees to accept as binding, conclusive, and fin

Perspective Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • August 13th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

Perspective Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an “Agent” and together, the “Agents”), as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 16th, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Washington

This Registration Rights Agreement (the "Agreement") is entered into as of the 17th day of October, 2005, by and among IsoRay, Inc., a Minnesota corporation (the "Corporation"), Meyers Associates, L.P., a New York limited partnership (the "Placement Agent"), and each of the Corporation's shareholders (collectively, the "Signing Shareholders") who is a signatory hereto.

FORM OF WARRANT] ISORAY, INC. Series [A][B][C] Warrant To Purchase Common Stock
IsoRay, Inc. • November 22nd, 2010 • Surgical & medical instruments & apparatus • New York

IsoRay, Inc., a Minnesota a corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one

LICENSE AGREEMENT between IBt SA and IsoRay Medical Inc.
License Agreement • May 2nd, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus

IBt, a Société Anonyme incorporated in Belgium, having its registered office at 7180 Seneffe, Rue Jules Bordet 1, Zone Industrielle C, Belgium,

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 19th, 2020 • Isoray, Inc. • Surgical & medical instruments & apparatus • Delaware

This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______________, 20___, but effective as of December 28, 2018, between ISORAY, INC., a Delaware corporation (“Isoray” or the “Company”), and ______________________________ (“Indemnitee”).

ESCROW AGREEMENT
Escrow Agreement • August 3rd, 2005 • Century Park Pictures Corp • Retail-eating places • Delaware

This Escrow Agreement is entered into as of June 30, 2005, by and among Century Park Pictures Corp., a Minnesota corporation (“Parent”); IsoRay Medical, Inc., a Delaware corporation (referred to herein interchangeably as the “Company” and the “Escrow Agent”); and Anthony Silverman, an individual (the “Stockholder”).

AGREEMENT AND PLAN OF MERGER dated September 27, 2022 by and among Isoray, Inc., a Delaware corporation as the Acquirer, Isoray Acquisition Corp., a Delaware corporation as Merger Sub, Viewpoint Molecular Targeting, Inc., a Delaware corporation as the...
Agreement and Plan of Merger • September 28th, 2022 • Isoray, Inc. • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 27, 2022, by and among Isoray, Inc., a Delaware corporation (the “Acquirer”), Isoray Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Viewpoint Molecular Targeting, Inc., a Delaware corporation (the “Target Company”), and Cameron Gray, as the representative of the Owners (as defined herein) (the “Owners’ Representative”).

SICAV TWO SECURITIES PURCHASE AGREEMENT
Sicav Two Securities Purchase Agreement • December 12th, 2005 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2005, between IsoRay, Inc, a corporation organized and existing under the laws of the State of Minnesota (the “Company”), and Mercatus & Partners, LP (the “Purchaser”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 24th, 2022 • Isoray, Inc. • Surgical & medical instruments & apparatus

This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated October 21, 2022, is entered into by and among Isoray, Inc., a Delaware corporation (the “Acquirer”), Isoray Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Viewpoint Molecular Targeting, Inc., a Delaware corporation (the “Target Company”), and Cameron Gray, as the representative of the Owners (the “Owners’ Representative”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Merger Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2023 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Employment Agreement (“Agreement”) is made by and between Markus Puhlmann, M.D. (“Executive”) and Perspective Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is effective as of June 1, 2023 (the “Effective Date”).

SICAV ONE SECURITIES PURCHASE AGREEMENT
Sicav One Securities Purchase Agreement • December 12th, 2005 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2005, between IsoRay, Inc, a corporation organized and existing under the laws of the State of Minnesota (the “Company”), and Mercatus & Partners, LP (the “Purchaser”).

Contract
IsoRay, Inc. • March 21st, 2013 • Surgical & medical instruments & apparatus

Contract No. 840/08625142/25/01-13 Date of Signature: January 9, 2013 THE SELLER The Open Joint Stock Company <<Isotope>>, (JSC <<Isotope>>) Pogodinskaya str., 22, Moscow, 119435, Russia. Phone: +7(499) 245-01-18, 245-13-81. THE BUYER The Company IsoRay Medical, Inc. 350 Hills Street, Suite 106 Richland, WA 99354-5411 USA THE CONSIGNEE The Company IsoRay Medical, Inc. 350 Hills Street, Suite 106 Richland, WA 99354-5411 US Airport of destination: Seattle or Portland, USA NOTIFICATION FedEX Trade Networks 16353 NE Cameron Blvd Portland, Oregon 97230 USA Phone: +1503-255 1391 ext.14 THE END USER The Company IsoRay Medical, Inc. 350 Hills Street, Suite 106 Richland, WA 99354-5411 USA THE MANUFACTURER Open Joint Stock Company <<Institute of The Nuclear Materials>> (JSC<<INM>>) 624250, Russia, Sverdlovsk Region, Zarechniy, PO Box 29 Phone.: 7 (34377) 362 64 FAX: 7 (34377) 333 96 E-mail: shipping@inm-rosatom.ru TERMS OF DELIVERY CPT airport Seattle or Portland, USA (Incoterms 2010) THE BUYERS

Employment Agreement
Employment Agreement • February 12th, 2019 • Isoray, Inc. • Surgical & medical instruments & apparatus • Washington

This Employment Agreement (“Agreement”) is made in the State of Washington by and between Michael Krachon (“Executive”) and Isoray, Inc. a Delaware corporation (the “Company”).

Employment Agreement
Employment Agreement • July 7th, 2017 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Washington

This Employment Agreement (“Agreement”) is made in the State of Washington by and between Mark Austin (“Employee”) and IsoRay, Inc. a Minnesota corporation (the “Company”).

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