CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS...Software License Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS...License Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus
DIGIRAD CORPORATION WARRANT TO PURCHASE SHARESWarrant Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
THIS CERTIFIES THAT, for value received, and its assignees are entitled to subscribe for and purchase shares of the fully paid and nonassessable Series E Preferred Stock (as adjusted pursuant to Section 4 hereof, the “Shares”) of DIGIRAD CORPORATION, a Delaware corporation (the “Company”), at the price of $3.036 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term “Series Preferred” shall mean the Company’s presently authorized Series E Preferred Stock, and any stock into or for which such Series E Preferred Stock may hereafter be converted or exchanged, and after the automatic conversion of the Series E Preferred Stock to Common Stock shall mean the Company’s Common Stock, (b) the term “Date of Grant” shall mean , and (c) the term “Other Warrants” shall
EQUIPMENT LEASEEquipment Lease • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Illinois
ContractWarrant Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Maryland
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of January 9, 2001, by and between ORION IMAGING SYSTEMS, INC., a Delaware. corporation, and DIGlRAD IMAGING SYSTEMS, INC., a Delaware corporation (collectively, “Borrower”), and HELLER HEALTH CARE FINANCE, INC., a Delaware corporation (“Lender”).
CONSULTING AGREEMENTConsulting Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
THIS CONSULTING AGREEMENT (hereinafter “AGREEMENT”) is made and entered into by and between McAdams and Whitham Consulting (hereinafter “MWC”) and Digirad Corporation (hereinafter “DIGIRAD”) on January 6, 2003 (the “Execution Date”).
AGREEMENT FOR SERVICESAgreement for Services • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Florida
THIS AGREEMENT FOR SERVICES is made and entered into on the 5th day of May, 2003, but effective for all purposes as of the 1st day of April, 2002 (the “Effective Date”), by and between DIGIRAD IMAGING SOLUTIONS, INC., a Delaware corporation (the “Client” or “DIS”), and MBR AND ASSOCIATES, INC., a Florida corporation (“MBR”).
EQUIPMENT LEASEEquipment Lease • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Illinois
Wacker Drive, Suite 2150, Chicago, Illinois 60606 (“Lessor”), and Digirad Imaging Solutions. Inc., a Corporation organized under the laws of the state of Delaware and having its chief executive office at 9350 Trade Place, San Diego. CA 92126 (“Lessee”).
AMENDED AND RESTATED WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
This Amended and Restated Warrant Issuance Agreement (this “Agreement”) is effective as of November 13, 2002 (the “Effective Date”) by and between Digirad Corporation, a Delaware corporation (the “Company”), McAdams and Whitham Consulting, LLC (“MWC Consulting”) and Dr. Stephen A. McAdams and John C. Whitham (each, a “Principal” and collectively, the “Principals”). Capitalized terms used herein which are not defined shall have the definitions ascribed to them in the Consulting Agreement (as defined below).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • April 20th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
This Development and Supply Agreement (“Agreement”), is made and entered into as of June 18, 1999, and is effective as of the 18th day of June, 1999 (the “Effective Date”) by and between Digirad Corporation, a Delaware corporation (“Digirad”), and *** , a California corporation (“ *** ”).
