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/ Mxxxxxx X. Xxxxxxx
DIGIRAD CORPORATION. By: Its: Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 By: Its: Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 By: Its: Address: 00 Xxxxxx Xxxxxx Xx. Xxxxxxxxxxxx, XX 00000 By: Its: Address: 00000 Xxxxx Xxxxxx Poway, CA 92064 [Signature Page to Security Agreement] By: Its: Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 By: Its: Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 By: Its: Address: 0000 Xxxxx Xxxxxxxxxx Xx. Xxxxx, XX 00000 By: Its: Address: 0000 Xxxxx Xxxxxxxxxx Xx. Xxxxx, XX 00000 [Signature Page to Security Agreement] By: Its: Address: 0000 Xxxxx Xxxxxxxxxx Xx. Xxxxx, XX 00000 By: Its: Address: Comerica Bank 000 Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 Attention: This Amendment, dated , 20__, is delivered pursuant to Section 4.8[(b)/(c)] of the Security Agreement referred to below. The undersigned hereby agrees that this Amendment may be attached to the Security Agreement dated as of June 21, 2017, between the undersigned and Comerica Bank (the “Security Agreement”), and (a) [that the intellectual property listed on Schedule A]/[that the shares of stock, membership interests, partnership units, notes or other instruments listed on Schedule A] annexed hereto shall be and become part of the Collateral referred to in the Security Agreement and shall secure payment and performance of all Indebtedness as provided in the Security Agreement and (b) that Schedule A shall be deemed to amend [Schedule 1.2/Schedule 1.1] by supplementing the information provided on such Schedule with the information set forth on Schedule A. Capitalized terms used herein but not defined herein shall have the meanings therefor provided in the Security Agreement. By: Its: By: Its: By: Its: By: Its: By: Its: By: Its: By: Its: By: Its: By: Its: By: Its: THIS JOINDER AGREEMENT (the “Joinder Agreement”) is dated as of ______________, ____ by , a (“New Debtor”).
DIGIRAD CORPORATION. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Chief Executive Officer Address: 00000 Xxxxx Xxxxx Poway, California 92064 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 Name of Entity By: Printed Name Name: Title: 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 GATX VENTURES, INC. (fka XXXXX XXXXXXXX & COMPANY) By ------------------------------- Title ---------------------------- Address: 0 Xxxxxx Xxx, Xxxxx 000X Xxxxxx, XX 00000 EXHIBIT A-1 NOTICE OF EXERCISE To: DIGIRAD CORPORATION (the "Company")
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: -------------------------------------- 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 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
DIGIRAD CORPORATION. By: /s/ Xxxxx X. Xxxxxx ------------------------------------- Xxxxx X. Xxxxxx, President [SIGNATURE PAGE TO RESTATED CERTIFICATE OF INCORPORATION] EXHIBIT C FORM OF OPINION OF COUNSEL [Date] MMC/GATX PARTNERSHIP NO. I c/o GATX Capital Corporation, Agent Four Xxxxxxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: We have acted as counsel for Digirad Corporation (the "Borrower") in connection with (i) the execution of the Loan and Security Agreement of even date herewith (the "Loan Agreement") between Borrower and MMC/GATX PARTNERSHIP NO. I ("Lender"), (ii) the issuance of warrants to purchase Borrower's Series E Preferred Stock (the "Warrants") and (iii) the transactions contemplated thereby. This opinion is being rendered to you pursuant to Section 8.01 of the Loan Agreement. Capitalized terms not otherwise defined in this opinion have the meaning given them in the Loan Agreement. In connection with this opinion and our representation, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:
DIGIRAD CORPORATION. By: -------------------------- Title: ----------------------- FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First Amendment"), dated as of August 14, 2000, is entered into by and between DIGIRAD CORPORATION, a Delaware corporation ("Borrower"), and MMC/GATX PARTNERSHIP NO. 1, a California general partnership ("Lender").
