0001144204-10-068559 Sample Contracts

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

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AMENDMENT AGREEMENT
Amendment Agreement • December 28th, 2010 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York

AMENDMENT AGREEMENT (the "Agreement"), dated as of December 27, 2010, by and among IsoRay, Inc., a Minnesota corporation (the "Company") and the investor that is a signatory to this Agreement (the "Investor").

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