0001144204-07-067427 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • December 13th, 2007 • North American Scientific Inc • Electromedical & electrotherapeutic apparatus • New York

WARRANT AGREEMENT dated as of [__], 2007 between North American Scientific, Inc., a Delaware corporation (the “Company”), and [Computershare Investor Services, a ___________ corporation] (the “Warrant Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2007 • North American Scientific Inc • Electromedical & electrotherapeutic apparatus • New York

In connection with the sale of our shares, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

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