EXHIBIT 10.12 ASSET PURCHASE AGREEMENTConsulting Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.3 LOAN AND SECURITY AGREEMENT Agreement No. __________ Dated as of October 27, 1999Loan and Security Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
LOAN AGREEMENTLoan Agreement • May 24th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
PRE-FUNDED COMMON STOCK PURCHASE WARRANT star equity holdings, inc.Star Equity Holdings, Inc. • January 25th, 2022 • Electromedical & electrotherapeutic apparatus • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”), and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Star Equity Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Aggregate Exercise Price, as defined in Section 2(b).
EXHIBIT 10.16 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...Digirad Corp • October 5th, 2001 • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.17 DIGIRAD CORPORATION FOURTH ADDITIONAL SERIES E PREFERRED STOCK PURCHASE AGREEMENT THIS FOURTH ADDITIONAL SERIES E PREFERRED STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of November 10, 2000 by and among Digirad...Preferred Stock Purchase Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
AMENDMENT #2 TO LICENSE AGREEMENT FOR DETECTORLicense Agreement • August 12th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus
RECITALSConsulting Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.6 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,...Digirad Corp • August 12th, 2004 • Electromedical & electrotherapeutic apparatus • California
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 • June 4th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Maryland
DIGIRAD CORPORATIONInvestors' Rights Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.29 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE...Digirad Corp • March 19th, 2004 • Electromedical & electrotherapeutic apparatus • California
LOAN AGREEMENTLoan Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
RECITALSLoan Agreement • September 7th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
FORM OF DIGIRAD CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2019 • Digirad Corp • Electromedical & electrotherapeutic apparatus • New York
Digirad Corporation., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC (“Roth”) and Aegis Capital Corp. (“Aegis”) are acting as representatives (the “Representatives”), an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of __% Series A Cumulative Term Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [ ] shares of Series A Preferred Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”.
EXHIBIT 10.11 1. BASIC LEASE TERMS. 1.1 DATE OF LEASE: January 27 1998 1.2 TENANT: Digirad Corporation, a Delaware corporationDigirad Corp • October 5th, 2001 • Electromedical & electrotherapeutic apparatus
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 25th, 2022 • Star Equity Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of January 24, 2022 (the “Issuance Date”) between Star Equity Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
DIGIRAD CORPORATION WARRANT TO PURCHASE SHARESDigirad Corp • April 20th, 2004 • 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
EXHIBIT 10.35 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE...Digirad Corp • October 5th, 2001 • Electromedical & electrotherapeutic apparatus • California
DIGIRAD CORPORATION And AMERICAN STOCK TRANSFER & TRUST COMPANY PREFERRED STOCK RIGHTS AGREEMENT Dated as of November 22, 2005Preferred Stock Rights Agreement • November 29th, 2005 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Delaware
This Preferred Stock Rights Agreement is dated as of November 22, 2005, between Digirad Corporation, a Delaware corporation, (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
EXHIBIT 10.20 AMENDED AND RESTATED CO-SALE AGREEMENT This AMENDED AND RESTATED CO-SALE AGREEMENT (this "Agreement") is made as of this 10th day of November, 2000 by and among Digirad Corporation, a Delaware corporation (formerly Aurora Technologies...Co-Sale Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
EQUIPMENT LEASEDigirad Corp • April 20th, 2004 • Electromedical & electrotherapeutic apparatus • Illinois
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 (the “Effective Date”) by and between Digirad Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
Rights Agreement Dated as of June 2, 2021 By and Between Star Equity Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as Rights AgentRights Agreement • June 2nd, 2021 • Star Equity Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Rights Agreement, dated as of June 2, 2021 (this “Agreement”), is made and entered into by and between Star Equity Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
RECITALSService Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
LOAN AGREEMENTLoan Agreement • March 19th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2021 • Star Equity Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2021, between Star Equity Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including his successors, heirs and assigns, the “Purchaser”).
Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 9 Section 3. Issuance of Rights Certificates 9 Section 4. Form of Rights Certificates 11 Section 5. Countersignature and Registration 12 Section 6. Transfer, Split Up,...Tax Benefit Preservation Plan • May 24th, 2013 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Delaware
This TAX BENEFIT PRESERVATION PLAN (this “Plan”), dated as of May 23, 2013, is by and between Digirad Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company, as rights agent (the “Rights Agent”). All capitalized terms used in this Plan have the meanings given thereto in Section 1.
STAR EQUITY HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2022 • Star Equity Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [________][181st DAY AFTER THE EFFECTIVE DATE] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Star Equity Holdings, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2019 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (“Agreement”) dated as of September 10, 2019, between Digirad Corporation, a Delaware corporation (the “Company”), and Lone Star Value Investors, LP (the “Purchaser”).
EXHIBIT 10.18 DIGIRAD CORPORATION SERIES F PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES F PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 23, 2001 by and among Digirad Corporation, a Delaware corporation...Series F Preferred Stock Purchase Agreement • October 5th, 2001 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California
LEASE AGREEMENTLease Agreement • May 8th, 2019 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Maine
DIGIRAD CORPORATION (a Delaware corporation) [1] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • May 24th, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • New York
LOAN AND SECURITY AGREEMENT AMONG GERBER FINANCE INC. as Lender and STAR REAL ESTATE HOLDINGS USA, INC., a Delaware corporation, 300 PARK STREET, LLC, a Delaware limited liability company, 947 WATERFORD ROAD, LLC, a Delaware limited liability company,...Loan and Security Agreement • February 6th, 2020 • Digirad Corp • Electromedical & electrotherapeutic apparatus • New York
This Loan and Security Agreement is made as of January 31, 2020 by and among GERBER FINANCE INC., a New York corporation (“Lender”) STAR REAL ESTATE HOLDINGS USA, INC., a Delaware corporation, 300 PARK STREET, LLC, a Delaware limited liability company, 947 WATERFORD ROAD, LLC, a Delaware limited liability company, and 56 MECHANIC FALLS ROAD, LLC, a Delaware limited liability company, (individually, “Initial Borrower” and, collectively, if more than one, the “Initial Borrowers”), and together with each other Person which, on or subsequent to the Closing Date, agrees in writing to become a “Borrower” hereunder, herein called, individually, a “Borrower” and, collectively, the “Borrowers,” and pending the inclusion by written agreement of any other such Person, besides each Initial Borrower, as a “Borrower” hereunder, all references herein to “Borrowers,” “each Borrower,” the “applicable Borrower,” “such Borrower” or any similar variations thereof (whether singular or plural) shall all mea
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 3rd, 2019 • Digirad Corp • Electromedical & electrotherapeutic apparatus • Maine
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 3rd day of April, 2019 (the “Effective Date”) by and between KBS Builders, Inc., a Delaware corporation with a mailing address of 300 Park Street, Paris, Maine 04271 (“Seller”), and 300 Park Street, LLC, a Delaware limited liability company with a mailing address of 53 Forest Avenue, Old Greenwich, CT 06870 (“Purchaser”).
