0001144204-05-016144 Sample Contracts

POSITRON CORPORATION COMMON STOCK PURCHASE WARRANT TO PURCHASE ___________ SHARES OF COMMON STOCK OF POSITRON CORPORATION This Warrant Expires August 31, 2005 Subject to Extension Pursuant to Section 14
Subscription Agreement • May 17th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus

THIS CERTIFIES that, subject to the terms and conditions herein set forth in this Warrant, _____________ (the "Holder") is entitled to purchase from Positron Corporation, a Texas corporation ("Company"), at any time or from time to time during the Exercise Period (defined in Section 14 below) and subject to the provisions regarding Exercise of Warrant (as set forth in Section 6 below) the number of fully paid and non-assessable shares of Common Stock of the Company (the "Shares") as provided herein upon surrender of this Warrant at the principal office of the Company, and, at the election of the Holder, upon payment of the purchase price at said office in cash or by cashier's check or by the wire transfer of funds in a dollar amount equal to the purchase price of the Shares for which the consideration is being given.

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • May 17th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus • Texas

THIS WARRANT PURCHASE AGREEMENT (the "Agreement") is made and entered into this 12th day of May, 2005 effective as of August 31, 2004 by and between POSITRON CORPORATION, a Texas corporation (the "Company"), and those persons set forth on the signature page hereof as Investors (the "Investors").

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