ISORAY, INC.Common Stock Purchase Warrant • March 23rd, 2007 • IsoRay, Inc. • 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 $5.00 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 four years (4) 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.
Maxim Group LLC Letterhead]Placement Agent Agreement • March 23rd, 2007 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
The purpose of this letter agreement (“Agreement”) is to confirm the engagement of Maxim Group LLC (“Maxim”) by IsoRay, Inc. (“Company”) to act as one of the two exclusive co-placement agents in connection with the “best-efforts” proposed offering (“Offering”) of equity or equity-linked securities (“Securities”) of the Company. The gross proceeds from the Offering will be up to $20,000,000 and the terms of the Securities and the gross proceeds of such Offering will be set forth in a purchase agreement (“Purchase Agreement”) with investors (as defined below). It is understood that Maxim and Punk, Ziegel & Company, L.P. will be the exclusive co-placement agents (the “Placement Agents”) of the Offering.
Punk, Ziegel & Company, L.P. Letterhead]Financial Advisory Agreement • March 23rd, 2007 • IsoRay, Inc. • Surgical & medical instruments & apparatus
This letter (the “Agreement”) confirms that Punk, Ziegel & Company, L.P. (“Punk, Ziegel & Company”) will, subject to the second paragraph of this Agreement, act as exclusive financial advisor and lead placement agent to IsoRay, Inc. (together with its subsidiaries and affiliates, “IsoRay” or the “Company”) in connection with the offering and sale of up to twenty million dollars ($20,000,000) of equity or equitylike securities of IsoRay (the "Securities”) to investors (the “Potential Transaction”), on the terms and conditions set forth below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2007 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 22, 2007, by and among IsoRay, Inc., a Minnesota corporation, with headquarters located at 350 Hills Street, Suite 106, Richland, Washington 99354 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
