Positron Corp Sample Contracts

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ANNEX H FORM OF WARRANT AGREEMENT WARRANT AGREEMENT
Warrant Agreement • April 23rd, 1997 • Positron Corp • Electromedical & electrotherapeutic apparatus • Texas
AGREEMENT
Stock Purchase Agreement • August 23rd, 1999 • Positron Corp • Electromedical & electrotherapeutic apparatus • California
BETWEEN
Acquisition Agreement • April 23rd, 1997 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York
LOAN AGREEMENT
Loan Agreement • June 16th, 2004 • Positron Corp • Electromedical & electrotherapeutic apparatus • Texas
RECITALS
Software License Agreement • July 14th, 2003 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York
Contract
Positron Corp • June 1st, 2006 • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 23, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, SATISFACTORY TO POSITRON CORPORATION, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 1st, 2006 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 23, 2006, by and among Positron Corporation, a Texas corporation with its headquarters located at 1304 Langham Creek Drive, Suite 300, Houston, TX 77084 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

SECURITY AGREEMENT
Security Agreement • June 1st, 2006 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York

SECURITY AGREEMENT (this “Agreement”), dated as of May 23, 2006, by and among Positron Corporation, a Texas corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • June 1st, 2006 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of May 23, 2006, by and among Positron Corp., a Texas corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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EXHIBIT A
Loan Agreement • November 5th, 1998 • Positron Corp • Electromedical & electrotherapeutic apparatus • California
ARTICLE I
Technology Purchase Agreement • July 14th, 2003 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 1st, 2006 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 23, 2006, by and among Positron Corporation, a Texas corporation, with headquarters located at 1304 Langham Creek Drive, Suite 300, Houston, TX 77084 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

EXHIBIT 1 STOCK PURCHASE AGREEMENT with Schedules and Exhibits
Exhibit 1 Stock Purchase Agreement • February 5th, 1999 • Positron Corp • Electromedical & electrotherapeutic apparatus • California
STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • April 14th, 2008 • Positron Corp • Electromedical & electrotherapeutic apparatus • New York

STOCK PLEDGE AGREEMENT, dated April 10, 2008, by and between POSITRON CORPORATION, a publicly-owned Texas corporation (the “Pledgor”) and IMAGIN MOLECULAR CORPORATION, a publicly-owned Delaware corporation (the “Secured Party”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 10th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus • Texas

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 31, 2005 by and between Imagin Diagnostic Centres, Inc., 1835 Yonge St., Suite 500, Toronto, Ontario, Canada M4S, ("Purchaser"), and Positron Corporation, a Texas corporation (the "Company").

POSITRON CORPORATION NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 10th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus • Texas
SECURITY AGREEMENT ($400,000 Aggregate Principal Notes)
Security Agreement • June 30th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus • Texas

This Security Agreement (this "Agreement") is made as of June 27, 2005 by and between Positron Corporation, a Texas corporation (the "Debtor"), in favor of Solaris Opportunity Fund, L.P., its successors and assigns (the "Secured Party").

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