0001104659-04-032900 Sample Contracts

Contract
Digirad Corp • November 2nd, 2004 • Electromedical & electrotherapeutic apparatus • California

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, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT 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.

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DIGIRAD CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 23, 2002
Rights Agreement • November 2nd, 2004 • Digirad Corp • Electromedical & electrotherapeutic apparatus • California

This Amendment to SERIES G PREFERRED STOCK AND SERIES H PREFERRED STOCK PURCHASE AND EXCHANGE AGREEMENT AND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of March 11, 2004 by and among Digirad Corporation, a Delaware corporation (the “Company”) and the other parties (collectively, the “Stockholders”) to the Purchase Agreement and the Rights Agreement (each as defined below, and collectively referred to herein as the “Series H Agreements”).

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