0001144204-06-011577 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 24th, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Washington

This Registration Rights Agreement (the "Agreement") is entered into as of the 1st day of February, 2006, by and among IsoRay, Inc., a Minnesota corporation (the "Corporation"), Meyers Associates, L.P., a New York limited partnership (the "Selling Agent"), and each of the Corporation's shareholders (collectively, the "Signing Shareholders") who is a signatory hereto.

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COMMON STOCK PURCHASE WARRANT No._____
IsoRay, Inc. • March 24th, 2006 • Surgical & medical instruments & apparatus • Washington

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 $6.00 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 two (2) 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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