Supply Contract, dated July 30, 2019, between Isoray Medical, Inc., and Joint Stock Company Isotope (confidential portions of the exhibit have been omitted)

APPENDIX No 2

to Contract No.

dated 26.07.2019  18 September .2017 

GENERAL CONDITIONS OF DELIVERY

1. Terms of delivery.

1.1.When delivering the goods on terms under FCA Yekaterinburg or Moscow (INCOTERMS 2010) the Sellers shall hand over the goods to the carrier named by the Buyers, or, if such a carrier has not been named by the Buyers, to the carrier at the Sellers’ discretion as well as conclude at the expense of the Buyers an agreement to transport the goods to the agreed place of destination. The air freight, charged at the place of departure shall be reimbursed by the Buyers to the Sellers against the Sellers’ invoice.

Terms of payment for the air freight – within 30 (thirty) calendar days from date of the Sellers` invoice. It is allowed to pay for the air freight 1 (once) per month.

1.2. The title as well as all the risks which the goods may be subject to, shall be transferred to the Buyers from the [**].

1.3. The [**].

2. The quality of goods.

2.1.The quality of goods shall conform to the technical specifications of the Contract and shall be certified by a quality certificate, issued by the manufacturer of the goods or by a letter of warranty of the Sellers.

3. The quantity of goods.

3.1. The quantity of dispatched goods in Curie shall be certified by either shipping specification, issued by the manufacturer of the goods or the Sellers, or the packing list dependant on the nature of goods. Discrepancy between the manufacturer ‘s results of activity measurement and the end user’s results within 5% should be considered a measurement error and cannot serve as a basis for the claims on the quantity of Goods.

4. Terms of transportation.

4.1. Not later than [**] prior to the beginning of the month of delivery, the Buyers shall give to the Sellers appropriate instructions as per dispatch of the goods and advise on all relevant shipping details. If the Buyers shall not timely advise on any data, the lack of which render the shipment of goods impossible, the Buyers shall bear all additional costs and shall take all the risks which the goods, prepared for shipment may be subject to, starting from the agreed date of delivery or on the expiry of the agreed time of delivery.

5.Shipping notice.

5.1. In case of shipment by air the Sellers shall send by e-mail transmission not later than the shipping date the following information:

- date of shipment;

- name of goods;

- quantity of goods;

- number of Contract;

- number of flight and air waybill.

6.Acceptance of the goods.

6.1. The goods shall be considered as transferred by the Sellers and accepted by the Buyers:

- by gross weight and number of pieces as per the air waybill;

- by net weight and Curie as per shipping specification or packing list accordingly;

- by quality as per the certificate of quality.

7.Claims.

7.1. In case the quality incompliance of the goods with the terms of the Contract is revealed on the arrival of the goods to the place of destination, under conditions that exclude liability of the carrier or in case of shortfall inside the intact original package of the goods’ producer, i.e. when lacking of traces of access to the goods in transit, the Buyers shall be entitled to assert a claim on the Sellers.

7.2. Claims for stable isotopes and isotopes with half-live more than 90 days may be made not later than [**] form the delivery date.

7.3. Claims in respect of quality and quantity should be accompanied by the Statement, drawn up at the place of destination with participation of the Sellers’ representative or by the Statement of an official control organization of the Buyers’ country.

7.4. The Sellers is liable for alternation in quality of goods and commodities or for shortage of them after risks pass to the Buyers only in case they occurred through the fault of the Sellers. The liability of the Sellers is restricted by the cost of the claimed lot of goods and commodities.

7.5. In case of delay in delivery of goods through the Buyers’ fault, the Sellers does not bear responsibility for change in quality of goods, which occurred because of the radioactive decay of isotopes.

7.6. No claims made for any lot of the goods may be a reason for the Buyers not to accept the goods or not to pay for them as far as other deliveries under the present Contract.

7.7. Any case of return shipments effected by the Buyers must be preliminary agreed upon with the Sellers. Should the goods be returned without prior agreement the Sellers is not liable for compensation of the losses suffered by the Buyers.

7.8. In case of return of the claimed goods the Buyers is to deliver the goods in packing which securing safety of goods during transportation.

8. Penalties.

8.1. In case of delay in payment against the date stipulated in the Contract the Buyers is to pay the penalty amounted to [**] for each day of delay but no more than [**] of delivered value.

8.2. In case the delay in payment exceeds terms stated in the present Contract, the Sellers has the right to demand reimburse the expenses related to the payment of the penalties imposed on the Sellers under the Russian legislation.

8.3. The obligation of the defaulting party to pay the penalty will arise upon written demand submitted by the other party.

9. Licenses.

9.1. The Sellers is obliged at his risk and expenses to receive the Export License, and the Buyer or the End User – the Import License.

9.2. The Buyers is obliged to advise the Sellers on obtaining the License for importation of goods under the present Contract, in case of necessity of such License not later than 30 days prior to the month of delivery.

10. Force majeure.

10.1. Neither Party shall bear responsibility for the complete or partial non-performance of any of its obligations (except for failure to pay any sum which has become due under the provisions hereof), if the non-performance results from such circumstances as flood, fire, earthquake and other acts of God as well as war, military operations, blockade, acts or actions of state authorities or any other circumstances beyond the Parties control that have arisen after the conclusion of the Contract. In this case the time stipulated for the performance of an obligation under the Contract is extended correspondingly for the period of time of action of these circumstances and their consequences.

10.2. The Party for which the performance of an obligation became impossible shall immediately notify in written form the other Party of the beginning, expected time of duration and cessation of the above circumstances. Certificate of a Chamber of Commerce (Commerce and Industry) or other competent authority or organization of the respective country shall be a sufficient proof of commencement and cessation of the above circumstances.

11. Arbitration.

11.1. All disputes or differences which may arise out of or in connection with the present Contract are to be settled by Arbitration in accordance with the UNCITRAL Rules as are at present in force. The place of Arbitration shall be Stockholm, Sweden. The appointing authority shall be Chamber of Commerce in Stockholm.

11.2. The arbitral tribunal shall be composed of 3 arbitrators. Each Party shall appoint one arbitrator. The two appointed in such manner arbitrators elect the third arbitrator who serves as an umpire – the chairman of Arbitration court.

11.3. The present Contract is governed by the substantive law of Sweden with the exclusion of the provisions of conflict of laws. The language to be used in the arbitration proceeding shall be English. The award of the Arbitration is final and binding upon both parties. All expenses with respect to the Arbitration shall be born by the losing Party except otherwise mentioned by the Arbitration award.

12. Other conditions.

12.1. All taxes, duties, fees and other expenses whatsoever connected with the fulfilment of the Contract on the territory of the Sellers’ country are to be paid by the Sellers and beyond it – at the expenses of the Buyers.

12.2. Neither of the parties is entitled to transfer its rights and obligations under the Contract to any third party without the written consent of the other Party.

12.3. Any alternations and/or appendices to the Contract are valid only if they are made out in the written form and signed by the duly authorized representatives of the Parties.

12.4. The Parties undertake to maintain confidentiality with respect to the information contained in this contract and also concerning

information about of the Party financial, economic or other activities that was provided to the other Party or became known in connection with this Contract preparation or execution. The Parties have the right to transfer information relating to this Contract with the prior consent of the other Party.

The provisions of this section regarding Confidentiality will remain in force for 3 (three) years after expiration of this Contract.

Restrictions on disclosure of confidential information will not apply if such disclosure is required to comply with the requirements of the legislation of Sweden.

In case of necessity of transfer by the Seller to the Buyer of information constituting a commercial secret of the Seller, the Parties undertake to conclude a Non-disclosure Agreement, otherwise such information will not be provided.

The parties acknowledge that the information contained in this contract may be disclosed by one of the Parties without the consent of the other party to the following third parties: organizations that maintain accounting and tax records, auditors, accounting and tax accounting consultants to ensure the effective implementation of this contract and provided that such third parties to whom the said information is to be disclosed, are aware of the confidential nature of such information and have assumed a written obligation compliance with the confidentiality concerning the information provided to them.

12.5.All Appendixes mentioned in the Contract are its integral parts.

12.6. After the signing of the Contract all preceding negotiations and correspondence connected with it are out of force.

12.7. Moscow is considered to be the place of the Contract signing.

12.8. E-mail signature of the Contract and all Appendixes and Addendums is permissible.

12.9. The present Contract is signed in Russian and English, in duplicate, one original for each party concerned. English text is prevailing.

12.5.All Appendixes mentioned in the Contract are its integral parts.

12.6. After the signing of the Contract all preceding negotiations and correspondence connected with it are out of force.

12.7. Moscow is considered to be the place of the Contract signing.

12.8. E-mail signature of the Contract and all Appendixes and Addendums is permissible.

12.9. The present Contract is signed in Russian and English, in duplicate, one original for each party concerned. English text is prevailing.