0001144204-06-034724 Sample Contracts

ISORAY, INC.
IsoRay, Inc. • August 18th, 2006 • Surgical & medical instruments & apparatus • New York

This certifies that, for value received, __________________________ ("Holder"), is entitled to subscribe for and purchase from IsoRay, Inc., a Minnesota corporation ("Company"), ________ shares, subject to adjustment as set forth in Article II below ("Warrant Shares"), of Common Stock of the Company, par value $0.001 per share ("Common Stock"), at the exercise price of $3.00 per share, which price is subject to adjustment as set forth in Article II below (the "Exercise Price"), at any time and from time to time beginning on the date of this Warrant as set forth below ("Exercise Date"), and ending on the date that is five (5) years after the date of this Warrant ("Expiration Date"), upon written notice from the Holder to the Company ("Notice") and subject to the terms provided herein.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of August 9, 2006 by and among IsoRay, Inc., a Minnesota corporation (the “Company”), and the “Investors” named in that certain Common Stock and Warrant Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • August 18th, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

This COMMON STOCK AND WARRANT PURCHASE AGREEMENT is dated effective as of August 9, 2006 (the “Effective Date”) by and between IsoRay, Inc., a Minnesota corporation with its principal office at 350 Hills Street, Suite 106, Richland, WA 99354 (the “Company”), and the several purchasers identified from time to time in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).

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