Exhibit 10.1


 





NOMINATION AND STANDSTILL AGREEMENT


 


This NOMINATION AND STANDSTILL AGREEMENT
dated May 11, 2017 (this “Agreement”) is by and among Digirad Corporation (“Digirad”) and
the other members of the Digirad Group listed on the signature page hereto (collectively with Digirad, the “Digirad Group”
and each individually a “member” of the Digirad Group), Birner Dental Management Services, Inc. (the “Company”),
Frederic W.J. Birner and Dennis N. Genty.


 


WHEREAS, the Company’s
Board of Directors (the “Board”) has considered the qualifications of John M. Climaco and Gregory G. Fulton
as potential nominees to the Company’s Board of Directors and has conducted such reviews as they have deemed appropriate,
including reviewing materials provided by Messrs. Climaco and Fulton; and


 


WHEREAS, the Board has determined
that it is in the best interests of the Company to recommend that the Company, among other things, include Messrs. Climaco and
Fulton in its slate of nominees for election to the Board at the Company’s 2017 annual meeting of shareholders, on the terms
set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


		1.	2017 Annual Meeting of Shareholders and Related Matters.



 


(a)       Nomination
of Messrs. Climaco and Fulton. Having had discussions with the Digirad Group regarding the nominees to be nominated for election
to the Board at the Company’s 2017 annual meeting of shareholders, or any other meeting of shareholders held in lieu
thereof, and any adjournments, postponements, reschedulings or continuations thereof (the
“2017 Meeting”), the Board has determined to nominate John M. Climaco and Gregory G. Fulton (the “Digirad
Nominees”) for election as Class II directors of the Company at the 2017 Meeting on the terms set out in this Agreement.
The Company agrees that it shall hold the 2017 Meeting no later than June 30, 2017. 


 


(b)       Board
Size. Concurrent with the execution and delivery of this Agreement, the Board has determined and agreed to increase the size
of the Board by two (2) directors effective at the 2017 Meeting and nominate the Digirad Nominees for election as directors of
the Company to fill such vacancies at the 2017 Meeting, and to prepare, file with the Securities and Exchange Commission (“SEC”)
and disseminate to the Company’s shareholders proxy soliciting materials describing the terms of this Agreement. The Board
shall not further increase the size of the Board or change the size of any class of directors during the Standstill Period (as
defined below) unless a majority of the Board (which majority shall include the Digirad Nominees) approves such increase.


 


(c)       Board
Efforts. The Company shall recommend, support and solicit proxies for the Digirad Nominees in the same manner as it recommends,
supports and solicits proxies for the election of the other members of the Board. If the Digirad Nominees are elected by the Company’s
shareholders to serve as directors on the Board at the 2017 Meeting, such Digirad Nominees shall serve until the annual meeting
of shareholders of the Company in 2020, or until their earlier death, resignation, disqualification or removal.


 






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(d)       Voting.


 


(i)       Each
member of the Digirad Group shall cause, in the case of all shares of Common Stock owned of record, and shall instruct the record
owner, in the case of all shares of Common Stock beneficially owned but not owned of record, directly or indirectly, as of the
record date for the 2017 Meeting, to be present for quorum purposes and to be voted, at the 2017 Meeting, in accordance with the
Board’s recommendations for the following proposals: (i) the election of Brooks G. O’Neil as a Class II director and
(ii) the ratification of Hein & Associates LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2017. Except as expressly provided in, and subject in all respects to the restrictions of, this Section
1(d)(i) and Section 2, the Digirad Group shall be entitled to vote the shares of Common Stock that it beneficially owns
as the Digirad Group determines in its sole discretion and disclose, publicly or otherwise, how it intends to vote or act with
respect to any securities of the Company and the reasons therefor. For purposes of this Agreement, the term “Affiliate”
shall have the meaning set forth in Section 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”); and the terms “person” or “persons” shall mean any individual,
corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint
venture, estate, trust, association, organization or other entity of any kind or nature.


 


(ii)       Each
member of the Board, including but not limited to Frederic W.J. Birner and Dennis N. Genty, shall cause, in the case of all shares
of Common Stock owned of record, and shall instruct the record owner, in the case of all shares of Common Stock beneficially owned
but not owned of record, directly or indirectly, to be present for quorum purposes and to be voted, at the 2017 Meeting, for each
of the Digirad Nominees.


 


(e)       Covenants
Regarding Service on Board, Confidentiality, Etc. The Digirad Nominees agree to provide a signed agreement pursuant to which
he (i) provides information required for the Company to comply with its disclosure requirements for nominating the Digirad Nominees
in the Company’s proxy statement for the 2017 Meeting, (ii) consents to serve as a director of the Company, if elected, and
to be included in the Company’s proxy statement and proxy card and (iii) agrees to be governed by the same protections and
obligations regarding confidentiality, fiduciary duties, codes of conduct and other governance guidelines and policies of the Company
as other directors, and shall be required to preserve the confidentiality of Company business and information, including discussions
or matters considered in meetings of the Board or Board committees, and shall have the same rights and benefits, including with
respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company; provided,
however, that the Digirad Nominees may provide confidential information of the Company which such Digirad Nominee learns
in his capacity as director (collectively, “Company Confidential Information”) to the members of the Digirad
Group, their officers, directors and advisors, as applicable (collectively, “Digirad Representatives”), in each
case solely to the extent such Digirad Representative needs to know such information in connection with the Digirad Group’s
investment in the Company; provided that such Digirad Nominee shall inform such Digirad Representatives of the confidential
nature of any such Company Confidential Information; and provided further that neither the Digirad Group, any member thereof
nor any other Digirad Representative (a) shall further disclose such Company Confidential Information for any reason or by any
means, and (b) shall use such Company Confidential Information in any way other than in connection with the Digirad Group’s
investment in the Company. By signing below, each member of the Digirad Group agrees to the confidentiality restrictions on disclosure
and use of Company Confidential Information as set forth above and acknowledges that such Confidential Information may not be used
in violation of this Agreement or securities laws applicable to trading on material nonpublic information. In furtherance of the
foregoing, in the event of any breach of this Section 1(e) that the Company can establish by clear and convincing evidence, and
without limiting other remedies of the Company, the Digirad Nominees shall tender their resignations to the Board to be accepted
or rejected in the discretion of the Board.


 






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(f)       Compensation
Committee Composition. If Mr. Climaco is elected by the Company’s shareholders to serve as a director on the Board at
the 2017 Meeting, the Board and all applicable committees of the Board will, immediately following the 2017 Meeting, take all necessary
actions to appoint Mr. Climaco as a member of the Company’s Compensation Committee, provided that, at such time, Mr. Climaco
meets all independence and other applicable standards under the rules of the SEC, the Exchange Act and any applicable stock exchange.
Subject to the Company’s guidelines and policies and applicable laws, the Board and all committees of the Board shall take
all actions necessary to ensure that during the Standstill Period the Digirad Nominees are not precluded from any meetings of the
Board or applicable committees of the Board and that the Board shall give each of the Digirad Nominees the same due consideration
for membership to any new committee of the Board as any other director.







 


		2.	Digirad Standstill.



 


Until the later of (i) the earlier of (A)
the conclusion of the 2018 annual meeting of shareholders and (B) June 30, 2018, (ii) the date no Digirad Nominee serve as directors
on the Board and (iii) in the event of resignation of the Digirad Nominees in the event of a breach of the confidentiality obligations
as set forth in Section 1(e), June 30, 2020 (the “Standstill Period”), except as expressly agreed in writing
by the Company and approved by the Board, no member of the Digirad Group nor any Affiliate thereof shall, directly or indirectly,
in any manner:


 


(a)       Initiate
or propose any shareholder proposal or engage in any solicitation of proxies or written consents or become a “participant”
in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act or the rules or regulations
thereunder) of proxies or written consents (including, without limitation, any solicitation of written consents to call a special
meeting of shareholders), in each case, with respect to securities of the Company, or solicit, conduct, encourage, facilitate,
participate, assist, advise, support, influence or engage in any activities (collectively, “Engage”) in any
of the foregoing;


 






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(b)       Engage
in any other type of referendum (binding or non-binding) with respect to the Company, including without limitation relating to
the removal or the election of directors or any withhold the vote campaign;


 


(c)       act,
alone or in concert with others, to seek to control or influence the management, Board, governance, policies or strategy of the
Company or any of its subsidiaries, or Engage in any of the foregoing;


 


(d)        seek
to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company
at any annual or special meeting of shareholders, including the giving or withholding of any proxy, consent or other authority
to vote any securities of the Company, or Engage in any of the foregoing;


 


(e)       (x)
call or seek to call any meeting of shareholders, including by written consent, or provide to any third party a proxy, consent
or requisition to call any meeting of shareholders, (y) seek to have the shareholders authorize or take corporate action by written
consent without a meeting, solicit any consents from shareholders or grant any consent or proxy for a consent to any third party
seeking to have shareholders authorize or take corporate action by written consent without a meeting, or (z) make a request for
any shareholder list or other books and records of the Company, whether pursuant to the Exchange Act, the Colorado Business Corporation
Act, or otherwise, or Engage in any of the foregoing;


 


(f)       form
or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” (other
than in each case, solely with the members of the Digirad Group and their Affiliates, Associates (as defined under Section 12b-2
of the Exchange Act), or immediate family members) as defined under Section 13(d) of the Exchange Act or Rule 13d-5(b) promulgated
pursuant to the Exchange Act with respect to any securities of the Company or otherwise Engage in any effort by a third party with
respect to the matters set forth in this Section 2;


 


(g)       deposit
any securities of the Company in a voting trust or subject any securities of the Company to any arrangement or agreement with respect
to the voting of the securities of the Company;


 


(h)       
(x) either directly or indirectly for itself or its Affiliates, or in conjunction with any other person or entity in which it is
or proposes to be either a principal, partner or financing source or is acting or proposes to act as a broker or agent for compensation,
effect or seek, offer or propose to effect, or cause or participate in, or (y) solicit or cause a third-party to effect, offer
or propose to effect, any (i) any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination,
recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution or other extraordinary transaction involving
the Company or all or substantially all of the securities of the Company or (ii) any form of restructuring, recapitalization or
similar transaction with respect to the Company or any of its subsidiaries or affiliates;


 






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(i)       make
any public demands, objections, proposals, recommendations, or other written communications to the Company or any member of the
Board or management of the Company in its capacity as a shareholder, on behalf of the Company in a shareholder derivative capacity
or otherwise, or Engage in any of the foregoing;


 


(j)       except
as specifically provided in this Agreement, seek, alone or in concert with others, to (x) place a representative or other affiliate
or nominee on the Board, (y) seek the removal of any member of the Board or (z) change the size or composition of the Board, or
Engage in any of the foregoing;


 


(k)       authorize,
solicit, pay or subsidize any third party to perform, act in concert with another person to, commit to, or agree in writing or
otherwise to do, advise, assist or encourage any person in connection with, or enter into any discussions, negotiations, arrangements
or understandings with any person with respect to, any act prohibited in this Section 2, or Engage in any of the foregoing;


 


(l)       Disclose
any intention, plan or arrangement inconsistent with the restrictions set forth in this Section 2; or


 


(m)       take
any action which would cause or require the Company to make public disclosure regarding any of the foregoing or publicly request
any amendment or waiver of the restrictions set forth in this Section 2; provided, however, that nothing in
this Section 2 shall be deemed to prohibit any member of the Digirad Group or the Digirad Nominees from communicating privately
with the Company’s directors, officers or advisors with respect to any of the matters set forth in this Section 2
so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such
communications.


 


Notwithstanding the foregoing, nothing in
this Section 2 shall preclude the Digirad Group from (i) submitting an advance notice nominating one or more director nominees
in accordance with the provisions of the Company’s Second Amended and Restated Bylaws (the “Bylaws”) with
respect to any meeting of shareholders during the Standstill Period for the purpose of electing directors, (ii) soliciting proxies
or written consents from shareholders, voting, and encouraging shareholders to vote, in favor of such nominations and (iii) making
requests for shareholder lists or other books and records of the Company or such other actions necessary to facilitate seeking
shareholder approval of such nominations; provided, however, that no such nomination shall be submitted any earlier
than February 15, 2018, unless the deadline under the Bylaws requires the submission of such advance notice earlier than such date.
Nothing in this Section 2 shall be deemed to limit the exercise in good faith by the Digirad Nominees of such person’s
fiduciary duties in such person’s capacity as a director of the Company.


 


		3.	Representations; Non-Disparagement.



 


(a)       Representations
by the Company. The Company represents and warrants as follows: (i) the Company has the power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, (ii) this Agreement
has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement
of the Company and is enforceable against the Company in accordance with its terms and (iii) the execution, delivery and performance
of this Agreement by the Company does not and will not (a) violate or conflict with any law, rule, regulation, order, judgment
or decree applicable to the Company or (b) result in any breach or violation of or constitute a default (or an event which with
notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss
of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document
or agreement to which the Company is a party or by which it is bound. The Company represents and warrants that no advance notice
has been submitted to the Company with respect to the 2017 Meeting, other than the advance notice submitted by the Digirad Group,
and that it is not aware of any other matters to be acted on at the 2017 Meeting besides those specifically enumerated in Section
1(d)(i) of this Agreement.


 






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(b)       Representations
by the Digirad Group. Each member of the Digirad Group represents and warrants as follows: (i) such member has the power and
authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated
hereby, (ii) this Agreement has been duly and validly authorized, executed and delivered by such member, constitutes a valid and
binding obligation and agreement of such member and is enforceable against such member in accordance with its terms, and (iii)
the execution, delivery and performance of this Agreement by such Digirad Group member does not and will not (a) violate or conflict
with any law, rule, regulation, order, judgment or decree applicable to the member or (b) result in any breach or violation of
or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default)
under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration
or cancellation of, any organizational document or agreement to which the member is a party or by which it is bound. Each member
of the Digirad Group represents that the Joint Filing and Solicitation Agreement among members of the Digirad Group and certain
other individuals dated March 8, 2017 (the “Solicitation Agreement”) has been amended to terminate the Digirad
Group’s agreement with respect to the matters in Sections 3 and 4 of the Solicitation Agreement.


 


(c)       Digirad
Non-Disparagement. During the Standstill Period, or if earlier, until such time as the Company or any of its agents, Affiliates,
officers or directors (other than the Digirad Nominees) shall have breached Section 3(d), no member of the Digirad Group
will intentionally make, or cause to be made, any statement or announcement that constitutes an ad hominem attack on, or otherwise
disparages, the Company, its officers or its directors or any former officer or director of the Company: (i) in any document or
report filed with or furnished to the SEC or any other governmental agency, (ii) in any press release or other publicly available
format, or (iii) to any journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine
interview or in social media).


 


(d)       Company
Non-Disparagement. During the Standstill Period, or if earlier, until such time as any member of the Digirad Group or any of
the Digirad Representatives shall have breached Section 3(c), the Company will not intentionally make, and will instruct
those individuals serving as officers and directors of the Company not to intentionally make, or cause to be made, any statement
or announcement that constitutes an ad hominem attack on, or otherwise disparages, any member of the Digirad Group or their officers
or directors or any former officer or director, where applicable: (i) in any document or report filed with or furnished to the
SEC or any other governmental agency, (ii) in any press release or other publicly available format, or (iii) to any journalist
or member of the media (including without limitation, in a television, radio, newspaper or magazine interview or in social media).
Notwithstanding the foregoing, nothing in Sections 3(c) and 3(d) or elsewhere in this Agreement shall prohibit any
party from making any statement or disclosure required under the federal securities law or other applicable laws; provided that
such party must provide written notice to the other parties at least two (2) business days prior to making any such statement or
disclosure required under the federal securities laws or other applicable laws that would otherwise be prohibited by the provisions
of Sections 3(c) and 3(d), and reasonably consider any comments of such other parties.


 






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		4.	Other Agreements.



 


(a)       Withdrawal
of Proposals; Schedule 13D and Form 8-K. Promptly following the execution and delivery of this Agreement, (i) the Digirad Group
shall withdraw (A) its letter of March 8, 2017 informing the Company of its intent to propose a nominee for election to the Board
at the 2017 Meeting and make certain other proposals described therein, and (B) its letter of March 23, 2017 regarding demands
to inspect shareholder records, and file an amendment to its Schedule 13D with the SEC describing the terms of this Agreement and
attaching this Agreement as an exhibit thereto; provided, however, that the Company shall first be given the opportunity
to review and provide reasonable comments on such draft Schedule 13D/A prior to such filing, and (ii) the Company shall file a
Form 8-K with the SEC describing the terms of this Agreement, provided, however, that the Digirad Group shall first
be given the opportunity to review and provide reasonable comments on such draft Form 8-K.


 


(b)       Specific
Performance. Each of the members of the Digirad Group, on the one hand, and the Company, on the other hand, acknowledges and
agrees that irreparable injury to the other party hereto may occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable
in damages. It is accordingly agreed that the members of the Digirad Group or any of them, on the one hand, and the Company, on
the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief
to prevent any violation of, or to enforce, the terms hereof, and the other party hereto will not take action, directly or indirectly,
in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in
equity.


 


(c)       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of
the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including
any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their best efforts
to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid,
void or enforceable by a court of competent jurisdiction.


 






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(d)       Notices.
Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be:





 





If the Company:


Birner Dental Management Services, Inc.


1777 S. Harrison Street, Suite 1400


Denver, Colorado 80201








	Attention:  	CEO
	Facsimile:	(303) 691-1874




 





with a copy to (which shall not constitute notice):


 





Faegre Baker Daniels LLP


1700 Lincoln Street, Suite 3200


Denver,
Colorado 80203





	Attention:  	Douglas
R. Wright
	Facsimile:	(303)
607-3600







 





If to the Digirad Group:


Digirad Corporation


1048 Industrial Court


Suwanee,
Georgia 30024 


	Attention:   	Charles M. Gillman
	 	Jeffry R. Keyes
	Facsimile:	(858) 726-1546



 





with a copy to (which shall not constitute notice):


  


Olshan Frome Wolosky LLP


1325 Avenue of the Americas


New
York, New York 10019 


	Attention:   	Adam W. Finerman, Esq.
	 	Timothy D. Knox, Esq.
	Facsimile: 	(212) 451-2222


  



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(e)       Applicable
Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado applicable to
contracts made and to be performed therein, without regard to the conflict of laws principles. Each party submits to exclusive
jurisdiction and venue of federal or state courts in Colorado and agrees not to institute litigation in any other forums in respect
of the interpretation or enforcement of this Agreement (except for proceedings to obtain enforcement of an order of a Colorado
federal or state court).


 


(f)       Counterparts.
This Agreement and any amendments hereto may be executed and delivered in one or more counterparts, and by the different parties
hereto in separate counterparts, either manually or by electronic or digital signature (including by facsimile or electronic mail
transmission in pdf format), each of which when executed shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.


 


(g)       Entire
Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto
with respect to its subject matter, provided that nothing herein shall replace the confidentiality agreement between the Company
and Mark Birner dated as of June 3, 2016, which remains in full force and effect. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. This Agreement
may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns. No failure
on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any
other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and
be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns.
No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent the other party.
This Agreement shall terminate at the end of the Standstill Period, except Sections 4(b)-(j) shall survive termination.


 


(h)       No
Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other
persons.


 


(i)       Fees
and Expenses. Except as expressly set forth below, neither the Company, on the one hand, nor the Digirad Group, on the other
hand, will be responsible for any fees or expenses of the other in connection with this Agreement, the 2017 Meeting or otherwise.
Provided that the Digirad Nominees are elected as directors of the Company at the 2017 Meeting, the Company shall compensate the
Digirad Nominees and reimburse their reasonable travel expenses for their service as directors on the same basis as other independent
directors of the Company. Promptly following the execution of this Agreement, the Company shall issue to Digirad 12,500 shares
of the Company’s Common Stock as reimbursement for the Digirad Group’s reasonable fees and expenses incurred in connection
with the nomination of the Digirad Nominees. In connection with such issuance, Digirad shall execute and deliver an agreement in
customary form in which it attests that it is acquiring the shares for investment and not for resale and that the shares are restricted
securities under the Securities Act of 1933 and not subject to resale without registration or an exemption under applicable securities
laws. The shares shall bear an appropriate legend with respect to such restrictions. 


 






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(j)       Interpretation
and Construction. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout
all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said
independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and
the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work
product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly,
any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party
that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy
over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The section headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.


 


[Signature Pages to Follow] 


 




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IN WITNESS WHEREOF, each of
the parties hereto has executed this Nomination and Standstill Agreement, or caused the same to be executed by its duly authorized
representative as of the date first above written.


 





	 	THE COMPANY:
	 	 	 
	 	 	Birner Dental Management Services, Inc.
	 	 	 
	 	 	/s/ Frederic W.J. Birner
	 	 	Name: Frederic W.J. Birner
	 	 	Title: Chairman of the Board







  





	 	For purposes of Section 1(d)(ii) only:
	 	 
	 	/s/ Frederic W.J. Birner
	 	Frederic W.J. Birner
	 	For purposes of Section 1(d)(ii) only:
	 	 
	 	/s/ Dennis N. Genty
	 	Dennis N. Genty











 


	 	THE DIGIRAD GROUP:




	 	 
	 	DIGIRAD CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Jeffry R. Keyes
	 	 	Name:	Jeffry R. Keyes
	 	 	Title:	Chief Financial Officer





 


	 	/s/ Mark A. Birner, DDS
	 	Mark A. Birner, DDS


 


	 	/s/ Lee Schlessman
	 	Lee Schlessman


 


	 	/s/ Elizabeth Genty
	 	Elizabeth Genty


 


	 	/s/ John M. Climaco
	 	John M. Climaco


 






    Signature Page to Nomination and Standstill Agreement


     


    

 


	 	/s/ James C. Elbaor
	 	James C. Elbaor


 


	 	/s/ Charles M. Gillman
	 	Charles M. Gillman


 


	 	/s/ Barry A. Igdaloff
	 	Barry A. Igdaloff


 


	 	/s/ Lee D. Keddie
	 	Lee D. Keddie


 


	 	/s/ Benjamin E. Large
	 	Benjamin E. Large


 


	 	/s/ Gregory G. Fulton
	 	Gregory G. Fulton







 






    Signature Page to Nomination and Standstill Agreement