DIGIRAD CORPORATION. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of November 22, 2005 the “Rights Agreement”), between Digirad Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on December 12, 2015 at the office of the * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence. Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth (0.001) of a fully paid and non-assessable share of Series A Participating Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), of the Company, at an Exercise Price of $20.00 per one-thousandth (0.001) of a Preferred Share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths (0.001) of a Preferred Share which may be purchased upon exercise hereof) set forth above are the number and Exercise Price as of December 12, 2005 based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Exercise Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at...
DIGIRAD CORPORATION. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Chief Executive Officer Address: 00000 Xxxxx Xxxxx Poway, California 92064 COUNTERPART SIGNATURE PAGE TO AMENDMENT TO SERIES G PREFERRED STOCK AND SERIES H PREFERRED STOCK PURCHASE AND EXCHANGE AGREEMENT AND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT By its signature below, the undersigned does hereby become a party to and agrees to be bound by the provisions of the Amendment to the Series G Preferred Stock and Series H Preferred Stock Purchase and Exchange Agreement and Amended and Restated Investors’ Rights Agreement (the “Amendment”), to which this signature page is appended, and the undersigned hereby authorizes the Company to append this signature page as a counterpart to the Amendment as evidence thereof. [Signature Block for Individuals] [Signature Block for Entities] * * Signature Name of Entity By: Printed Name Name: Title: * See attached Schedule of Stockholders SCHEDULE OF STOCKHOLDERS Individuals Entities Xxxx X. Xxxxxx GE Capital Equity Investments, Inc. Xxxxxxx X. Xxxxxxx JAFCO CO., Ltd. Xxxxxxx X. Xxxxxxxxx JAFCO G-6(A) Investment Enterprise Partnership JAFCO G-6(B) Investment Enterprise Partnership JAFCO G-7(A) Investment Enterprise Partnership JAFCO G-7(B) Investment Enterprise Partnership JAFCO JS3 Investment Enterprise Partnership JAFCO R-3 Investment Enterprise Partnership Xxxxxxxxx Capital Partners XX Xxxxxxxxx Capital Partners XX XX Xxxxxxxxx Capital Partners LP III Xxxxxxxxx Capital Partners XX XX Xxxxxxx Xxxxx Ventures L.P. 2001 Mitsui & Co., Ltd. MVC Global Japan Fund I Ocean Avenue Investors, LLC – the Special Securities Fund Palivacinni Partners, LLC Sanderling V Beteiligungs GmbH & Co. KG Sanderling V Biomedical, L.P. Sanderling V Limited Partnership Sanderling V Ventures Management Sanderling Venture Partners V, L.P. Sorrento Growth Partners I, L.P. Sorrento Ventures II, L.P. Sorrento Ventures, III L.P. Sorrento Ventures CE, L.P. Vector Later-Stage Equity Fund, L.P. Vector Later-Stage Equity Fund II, L.P. Vector Later-Stage Equity Fund II (QP), XX Xxx Xxxxxxxxxxx Nachfolger GbR Xxxxxxx X. Xxxxx Trust Xxxxxxx Family Trust AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amendment to AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of June 1, 2004 by and among Digirad Corporation, a Delaware corporation (the “Company”) and certain other parties (collectively, the “Stockholders”) to the Rights Agreement (as defined below).
DIGIRAD CORPORATION. By --------------------------------------- Title ------------------------------------ Address: 0000 Xxxxx Xxxxx Xxx Xxxxx, XX 00000 XXXXX XXXXXXXX & COMPANY By --------------------------------------- Title ------------------------------------ Address: 0 Xxxxxxx Xxx, Xxxxx 000X Xxxxxx, XX 00000 EXHIBIT A-1 NOTICE OF EXERCISE To: DIGIRAD CORPORATION (the "Company")
DIGIRAD CORPORATION. By: ------------------------------ Title: ---------------------------- Address: ----------------------------------- ----------------------------------- ----------------------------------- Optionee (*/) Address: The undersigned spouse of Optionee has read and hereby approves the foregoing Stock Purchase Agreement. In consider-ation of the Corporation's granting the Optionee the right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms and provisions of such Agreement, including (specifically) the right of the Corporation (or its assignees) to purchase any and all interest or right the undersigned may otherwise have in such shares pursuant to community property laws or other marital property rights. ----------------------------------- Optionee's Spouse Address: ----------------------------------- ----------------------------------- ------------------- (*/) I have executed the Section 83(b) election that was attached hereto as an Exhibit. As set forth in Article III, I understand and I, and NOT the Corporation, will be responsible for completing the form and filing the election with the appropriate office of the Federal and State tax authorities and that if such filing is not completed within thirty (30) days after the date of this Agreement, I will not be entitled to the tax benefits provided by Section 83(b) EXHIBIT I ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED ________________ hereby sell(s), assign(s) and transfer(s) unto Digirad Corporation (the "Corporation"), ____________ (________) shares of the Common Stock of the Corporation standing in his\her name on the books of the Corporation represented by Certificate No. __________________ and do hereby irrevocably constitute and appoint___________as Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: ------------------ Signature --------------------------
DIGIRAD CORPORATION. By: /S/ XXXX XX XXXXXXXX --------------------------------------- Title: CHIEF FINANCIAL OFFICER ------------------------------------ Name (please print): XXXX XX XXXXXXXX ------------------------------------------ ADDRESS OF ASSIGNOR: 0000 Xxxxx Xxxxx Xxx Xxxxx, XX 00000 STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) On 3 AUGUST, 2001, before me, XXXXXXX X. XXXXX, Notary Public, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. /S/ XXXXXXX X. XXXXX --------------------
DIGIRAD CORPORATION. By: ------------------------------- Xxxx X. Xxxxx Chief Financial Officer Address: 00000 Xxxxx Xxxxx Poway, CA 92064 HOLDER: ----------------------------------- Address: [COUNTERPART SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK OF DIGIRAD CORPORATION] SCHEDULE 1 ---------- FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) To: Digirad Corporation The undersigned, the holder of the Warrant attached hereto, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder, _______* shares of common stock of Digirad Corporation, and herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ____________________, whose address is ____________________. ____________________________________________ (Signature must conform in all respects to name of the Holder as specified on the face of the Warrant) ____________________________________________ (Print Name) ____________________________________________ (Address) Dated: _____________________ _________________ * Insert here the number of shares as to which the Warrant is being exercised.
DIGIRAD CORPORATION. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith in lawful money of the United States payment of the exercise price in full, together with all applicable transfer taxes, if any.
DIGIRAD CORPORATION. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer XXXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer MD OFFICE SOLUTIONS, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President and CEO STOCKHOLDERS: XXXXXX - XXXXXXXX FAMILY TRUST By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, Trustee By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx, Trustee /s/ Xxxxx Xxxxx Xxxxx Xxxxx /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx
DIGIRAD CORPORATION. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- SCHEDULE 2 DISCLOSURE SCHEDULE N/A SCHEDULE 3 CONDITIONS PRECEDENT PART I: At the time of execution and delivery of this Agreement, there shall also have been duly executed and delivered to Lender:
DIGIRAD CORPORATION. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- - A-2 - LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL PRINCIPAL SCHEDULED DATE AMOUNT INTEREST RATE PAYMENT AMOUNT NOTATION BY ---- ------ ------------- -------------- ----------- EXHIBIT B FORM OF WARRANT - B-1 - THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT. DIGIRAD CORPORATION WARRANT TO PURCHASE SHARES OF SERIES E PREFERRED STOCK
