Exhibit 10.6


 


Execution Version


 





LOAN AND SECURITY AGREEMENT


by and among


DIGIRAD HEALTH, INC.


DIGIRAD IMAGING SOLUTIONS, INC.,


MD OFFICE SOLUTIONS,


DMS HEALTH TECHNOLOGIES, INC.,


DMS IMAGING, INC.,


DMS HEALTH TECHNOLOGIES-CANADA, INC.,


PROJECT RENDEZVOUS HOLDING CORPORATION, and


PROJECT RENDEZVOUS ACQUISITION CORPORATION,


as Borrowers,


DIGIRAD CORPORATION,


as Guarantor,


and


STERLING NATIONAL BANK,


as Lender


 


 


Dated as of March 29, 2019






     


     


    

Table of Contents




	ARTICLE I DEFINITIONS	1
	Section 1.1.   Definitions	1
	Section 1.2.   Types of Loans and Borrowings	25
	Section 1.3.   Interpretive Provisions	25
	ARTICLE II LOANS	26
	Section 2.1.   Loans	26
	Section 2.2.   Request for and Making of Revolving Loans.	26
	Section 2.3.   Deemed Request for Revolving Loans	27
	Section 2.4.   Protective Advances	27
	Section 2.5.   Interest Elections.	28
	Section 2.6.   Letters of Credit	28
	Section 2.7.   Requesting Letters of Credit	29
	Section 2.8.   Reimbursement	30
	Section 2.9.   No Duty to Inquire	30
	Section 2.10.   LC Collateral	31
	Section 2.11.   Third Party Beneficiary	32
	Section 2.12.   Cross Guaranty	32
	ARTICLE III INTEREST, FEES, REIMBURSEMENTS	34
	Section 3.1.   Interest	34
	Section 3.2.   Fees	34
	Section 3.3.   Increased Costs	35
	Section 3.4.   Illegality	36
	Section 3.5.   Break Funding Payments	36
	Section 3.6.   Taxes	36
	Section 3.7.   Maximum Interest; Controlling Limitation	37
	ARTICLE IV payment	38
	Section 4.1.   Interest	38
	Section 4.2.   Prepayment; Mandatory Payment of Deficiencies	38
	Section 4.3.   Mandatory Payments; Payment on the Termination Date	39
	Section 4.4.   Mandatory Prepayment in Respect of Certain Events	39
	Section 4.5.   Early Termination; Prepayment Penalty	39
	Section 4.6.   General Payment Provisions	39
	Section 4.7.   Application	40
	Section 4.8.   Reinstatement	40
	Section 4.9.   Account Stated	40
	ARTICLE V COLLATERAL	40
	Section 5.1.   Security Interest	40
	Section 5.2.   Perfection and Protection of Lender’s Security Interest	41
	Section 5.3.   Collateral Proceeds Management	41
	




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	Section 5.4.   Examinations; Inspections; Verifications	43
	Section 5.5.   Appraisal	43
	Section 5.6.   Right to Cure	43
	Section 5.7.   Power of Attorney	44
	Section 5.8.   Preservation of Lender’s Rights	45
	Section 5.9.   Deficiency	45
	Section 5.10.   Rolling Stock and other Vehicles	45
	ARTICLE VI CONDITIONS	45
	Section 6.1.   Conditions Precedent to Initial Loan	45
	Section 6.2.   Conditions Precedent to all Loans	48
	ARTICLE VII REPRESENTATIONS AND WARRANTIES	49
	Section 7.1.   Fundamental Information	49
	Section 7.2.   Prior Transactions	49
	Section 7.3.   Subsidiaries	49
	Section 7.4.   Authorization, Validity and Enforceability	49
	Section 7.5.   Noncontravention	49
	Section 7.6.   Financial Statements	50
	Section 7.7.   Litigation	50
	Section 7.8.   ERISA and Employee Benefit Plans	50
	Section 7.9.   Compliance with Laws	51
	Section 7.10.   Taxes	51
	Section 7.11.   Location of Collateral and Books and Records	51
	Section 7.12.   Accounts	51
	Section 7.13.   Inventory	51
	Section 7.14.   Documents, Instruments, and Chattel Paper	51
	Section 7.15.   Proprietary Rights	51
	Section 7.16.   Investment Property	52
	Section 7.17.   Real Property and Leases	52
	Section 7.18.   Material Agreements	52
	Section 7.19.   Bank Accounts	52
	Section 7.20.   Title to Property	53
	Section 7.21.   Debt	53
	Section 7.22.   Liens	53
	Section 7.23.   Solvency	53
	Section 7.24.   Non-Regulated Entities	53
	Section 7.25.   Governmental Authorization	53
	Section 7.26.   Investment Banking or Finder’s Fees	53
	Section 7.27.   Full Disclosure	53
	Section 7.28.   Other Obligations and Restrictions	54
	Section 7.29.   Acts of God and Labor Matters	54
	Section 7.30.   Environmental and Other Laws	54
	Section 7.31.   Security Interests	55
	Section 7.32.   Commercial Tort Claims	55
	Section 7.33.   Common Enterprise	55
	Section 7.34.   Anti-Terrorism Laws	56
	




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	Section 7.35.   Trading with the Enemy	56
	Section 7.36.   Anti-Corruption Laws and Sanctions	56
	Section 7.37.   Health Care Matters	57
	Section 7.38.   Continuing Representations	59
	ARTICLE VIII AFFIRMATIVE COVENANTS	59
	Section 8.1.   Existence and Good Standing	59
	Section 8.2.   Compliance with Agreements and Laws	59
	Section 8.3.   Books and Records	59
	Section 8.4.   Financial Reporting	60
	Section 8.5.   Collateral Reporting	61
	Section 8.6.   Compliance Certificate	62
	Section 8.7.   Notification to Lender	62
	Section 8.8.   Accounts	63
	Section 8.9.   Inventory	63
	Section 8.10.   Equipment, Machinery	64
	Section 8.11.   Insurance	64
	Section 8.12.   Payment of Trade Liabilities, Taxes, Etc	64
	Section 8.13.   Protective Advances	65
	Section 8.14.   Evidence of Compliance	65
	Section 8.15.   Environmental Matters; Environmental Reviews	65
	Section 8.16.   Subsidiaries; Fundamental Information	65
	Section 8.17.   Further Assurances	66
	Section 8.18.   Maintenance of Properties	66
	Section 8.19.   Lien Law	66
	Section 8.20.   Health Care Laws	66
	Section 8.21.   Post-Closing Requirements	67
	ARTICLE IX NEGATIVE COVENANTS	68
	Section 9.1.   Fundamental Changes	68
	Section 9.2.   Collateral Locations	69
	Section 9.3.   Use of Proceeds	69
	Section 9.4.   Business	69
	Section 9.5.   Debt	69
	Section 9.6.   Subordinated Debt	70
	Section 9.7.   Liens	70
	Section 9.8.   Disposition of Property	70
	Section 9.9.   Sale and Leaseback	71
	Section 9.10.   Distributions; Capital Contribution; Redemption	71
	Section 9.11.   Investments	72
	Section 9.12.   Transactions with Affiliates	72
	Section 9.13.   New Subsidiaries	72
	Section 9.14.   Financial Covenants	72
	Section 9.15.   Fiscal Year; Accounting Method	72
	Section 9.16.   Impairment of Security Interest	72
	Section 9.17.   Prohibited Contracts	72
	Section 9.18.   Deposit Accounts and Securities Accounts	73
	




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	Section 9.19.   Compliance with ERISA	73
	ARTICLE X EVENT OF DEFAULT	73
	Section 10.1.   Event of Default	73
	ARTICLE XI REMEDIES	75
	Section 11.1.   Obligations	75
	Section 11.2.   Collateral	75
	Section 11.3.   Injunctive Relief	76
	Section 11.4.   Setoff	76
	ARTICLE XII TERMINATION	77
	Section 12.1.   Term and Termination	77
	ARTICLE XIII MISCELLANEOUS	77
	Section 13.1.   Waivers & Amendments	77
	Section 13.2.   Severability	77
	Section 13.3.   Governing Law; Venue	77
	Section 13.4.   WAIVER OF JURY TRIAL	78
	Section 13.5.   Fees and Expenses	78
	Section 13.6.   Notices	79
	Section 13.7.   Waiver of Notices	79
	Section 13.8.   Non-applicability of Chapter 346 of Texas Finance Code	80
	Section 13.9.   Binding Effect	80
	Section 13.10.   INDEMNITY BY CREDIT PARTIES AND GUARANTOR	80
	Section 13.11.   Limitation of Liability	80
	Section 13.12.   Continuing Rights of Lender in Respect of Obligations	80
	Section 13.13.   Assignments	80
	Section 13.14.   Confidentiality	82
	Section 13.15.   USA Patriot Act Notice	82
	Section 13.16.   Schedules	83
	Section 13.17.   Counterparts	83
	Section 13.18.   Captions	83





SCHEDULES


Schedule 7.1-Fundamental Information; Equity Ownership Interests


Schedule 7.2-Prior Transactions


Schedule 7.7-Litigation


Schedule 7.8-ERISA Benefit Plans


Schedule 7.11-Location of Collateral


Schedule 7.15-Proprietary Rights


Schedule 7.16-Investment Property


Schedule 7.17-Real Property and Leases






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Schedule 7.18-Material Agreements


Schedule 7.19-Bank Accounts


Schedule 7.21-Debt


Schedule 7.22-Liens


Schedule 7.30-Release of Hazardous Materials


Schedule 7.32-Commercial Tort Claims






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LOAN AND SECURITY AGREEMENT


 


This Loan and Security Agreement is executed
and entered into as of March 29, 2019, by and among (a) DIGIRAD HEALTH, INC., a Delaware corporation (“Digirad Health”),
DIGIRAD IMAGING SOLUTIONS, INC., a Delaware corporation (“Digirad Imaging”), MD OFFICE SOLUTIONS, a California
corporation (“MD Office”), DMS HEALTH TECHNOLOGIES, INC., a North Dakota corporation (“DMS Health”),
DMS IMAGING, INC., a North Dakota corporation (“DMS Imaging”), DMS HEALTH TECHNOLOGIES-CANADA, INC., a North
Dakota corporation (“DMS Health Canada”), PROJECT RENDEZVOUS HOLDING CORPORATION, a Delaware corporation (“PR
Holding”), and PROJECT RENDEZVOUS ACQUISITION CORPORATION, a Delaware corporation (“PR Acquisition”),
as Borrowers (as such term is hereinafter defined), (b) DIGIRAD CORPORATION, a Delaware corporation (“Digirad”), as
Guarantor (as such term is hereinafter defined), and (c) STERLING NATIONAL BANK, a national banking association (together with
its successors and permitted assigns, the “Lender”).


 


RECITALS


Lender and each
Borrower desire to enter into certain financing arrangements according to the terms and provisions as set forth herein below. Therefore,
for value received, the receipt and sufficiency of which is hereby acknowledged, together with the mutual benefits provided herein,
the Lender, each Borrower and Guarantor hereby agree as follows:


ARTICLE
I

DEFINITIONS


Definitions.
The following definitions shall apply throughout this Agreement:


“Account”
has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference, and includes,
without limitation, a right to payment of a monetary obligation, whether or not earned by performance, for property that has been
or is to be sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered or to be rendered and further
includes, without limitation, any “payment intangible” (as defined in Article 9 of the UCC), together with all income,
payments and proceeds thereof, owed by an issuer of a credit or debit card or any servicing or processing agent thereof, resulting
from charges by a customer in connection with the sale of goods or for services rendered.


“Account
Debtor” means a Person obligated on an Account, Chattel Paper, or General Intangible.


“Adjusted
Fixed LIBOR Rate” means, with respect to any Loan for any Interest Period, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined by Lender to be equal to the sum of the Fixed LIBOR Rate for such Interest Period plus
the Applicable Margin for such Loan.


“Adjusted
Floating LIBOR Rate” means, for any Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) determined by Lender to be equal to the sum of the Floating LIBOR Rate plus the Applicable Margin for such Loan.






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“Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, “control” of a Person means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership
of Equity Interests, by contract, or otherwise; provided, that for purposes of the definition of Eligible Account and Section
9.12: (a) any Person which owns (directly or indirectly) 10% or more of the outstanding Equity Interests of another Person,
(b) each director (or comparable manager) of a Person and (c) each partnership in which a Person is a general partner shall, in
each case, be deemed an Affiliate of such Person.


“Agreement”
means this Loan and Security Agreement and all schedules, exhibits and addenda hereto, as may be renewed, extended, amended, supplemented,
restated or otherwise modified from time to time.


“Agreement
Date” means the date as of which this Agreement is dated as specified in the preamble to this Agreement.


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Credit Parties and Guarantor and their
respective Subsidiaries and from time to time concerning or relating to bribery or corruption, all as amended, supplemented or
replaced from time to time.


“Anti-Terrorism
Laws” shall mean any laws, rules and regulations of any jurisdiction applicable to Credit Parties and Guarantor and their
respective Subsidiaries relating to terrorism, trade sanctions programs and embargoes, import/export licensing, bribery, or money
laundering, all as amended, supplemented or replaced from time to time.


“Applicable
Law” means, as to a Person, any law (statutory or common), treaty, ordinance, decree, rule, regulation, executive order
or code of a Governmental Authority or judgment, decree, injunction, order or determination of a court or binding arbitrator, in
each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject,
including, without limitation, all Environmental Laws, all Anti-Terrorism Laws, all Anti-Corruption Laws, the Patriot Act and the
Trading with the Enemy Act.


“Applicable
Margin” means (a) for any day with respect to a Loan accruing interest at the Adjusted Floating LIBOR Rate, 2.50% per
annum, and (b) for any day with respect to a Loan accruing interest at the Adjusted Fixed LIBOR Rate, 2.25%.


“Applicable
Rate” means, with respect to any Loan on any day of determination, either the Adjusted Floating LIBOR Rate or the Adjusted
Fixed LIBOR Rate, as applicable, pursuant to the most recent written request of the Borrower Representative pursuant to Section
2.2(a) or 2.5.


“Availability”
means, at any time of determination, an amount equal to (a) the lesser of the Revolving Credit Limit or the Borrowing Base
less (b) the sum of (i) the unpaid principal balance of Revolving Loans plus (ii) all LC Obligations (net of
any LC Support that is Cash Collateral), in each case determined at such time.


“Bank Products”
means any one or more of the following financial products or accommodations extended to a Credit Party or Guarantor by Lender or
an Affiliate of Lender: (a) credit cards (including commercial credit cards and including so-called “procurement cards”
or “P-Cards”), (b) credit card processing services, (c) debit cards, (d) stored value cards or (e) Cash Management
Services.






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“Bankruptcy Code”
means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.).


“Borrower
Representative” means Digirad Health, in its capacity as such hereunder.


“Borrowers”
means, collectively, Digirad Health, Digirad Imaging, MD Office, DMS Health, DMS Imaging, DMS Health Canada, PR Holding, PR Acquisition,
and each other Person who becomes a Borrower hereunder in accordance with the terms of Section 8.16, whether now or hereafter
existing, and their successors and assigns.


“Borrowing”
means Loans of the same Type, made, converted or continued on the same date.


“Borrowing
Base” means, as of any day of determination, an amount equal to the difference between:


(a)       the
sum of (i) eighty-five percent (85%) of the Net Amount of Eligible Accounts plus (ii) the lesser of (1) eighty-five percent
(85%) of the Net Amount of Eligible Inventory, (2) fifty percent (50%) of the lower of cost or market value of Eligible Inventory
and (3) the Inventory Sublimit plus (iii) the lesser of (1) the Eligible Equipment and Rolling Stock Advance Rate of the
sum of (x) the Net Amount of Eligible Equipment plus (y) the Net Amount of Eligible Rolling Stock and (2) $12,000,000.00,
minus


(b)       the
aggregate amount of reserves implemented by Lender pursuant to Section 2.1, in each case determined as of such day;


provided, however, that
Lender shall have the continuing right to reduce the percentage specified in clause (a)(i) of this definition by one percentage
point or fraction of a percentage point for every percentage point or fraction of a percentage point of dilution of Accounts over
five percent.


“Borrowing
Base Certificate” means a certificate of Borrower Representative, signed by a Responsible Officer of Borrower Representative,
setting forth the calculation of the Borrowing Base, including a calculation of each component thereof, all in form, presentation
and detail satisfactory to Lender in its Permitted Discretion.


“Borrowing
Notice” means a request for a Revolving Loan by the Borrower Representative in compliance with Section 2.2.


“Business
Day” means (a) any day that is not a Saturday, Sunday or a day on which commercial banks in Dallas, Texas are required
or permitted to be closed and (b) with respect to any borrowing, payment or other dealings with respect to any Loan, any day which
is a Business Day described in clause (a) preceding and which is also a day on which dealings in Dollar deposits are
carried out in the London interbank market.


“Capital
Expenditures” has the meaning prescribed for such term by GAAP.


“Capital Lease”
means, with respect to any Person, any lease of property by such Person which, in accordance with GAAP, should be reflected as
a capital lease on the balance sheet of such Person.


“Cash Collateral”
shall mean cash, and any interest or other income earned thereon, that is deposited with the Lender in accordance with any agreement
to Cash Collateralize any LC Obligations.


“Cash Collateral
Account” shall mean a demand deposit, money market or other account established by the Borrowers with Lender, which account
shall hold Cash Collateral and shall be subject to the Lender’s Liens.






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“Cash Collateralize”
shall mean, with respect to LC Obligations arising from Letters of Credit outstanding on any date, the deposit with the Lender
of immediately available funds into the Cash Collateral Account in an amount equal to 110% of the sum of the aggregate LC Obligations
which are then outstanding plus all related fees and other amounts due or to become due in connection with such LC Obligations.


“Cash Management
Services” means cash management or related services including treasury, depository, return items, overdraft, controlled
disbursement, netting, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network
and automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through
the direct Federal Reserve Fedline system).


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


“Change
of Control” means, except as permitted by Section 9.1, any occurrence the result of which is that (a) any “person”
or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly of 25% or more, of the Equity Interests of Digirad, (b) Digirad
fails to own and control, of record and beneficially free and clear of all Liens (other than Liens securing the Obligations), directly
or indirectly, 100% of the Equity Interest and voting interest of each Credit Party, or (c) from and after the Digirad Health Transfer,
Digirad Health fails to own and control, of record and beneficially free and clear of all Liens (other than Liens securing the
Obligations), directly or indirectly, 100% of the Equity Interest and voting interest of each other Credit Party.


“Chattel
Paper” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference,
and includes, without limitation, a record or records that evidence both a monetary obligation and a security interest in specific
goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license
of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.
 “Chattel Paper” includes, without limitation, electronic chattel paper.


“Collateral”
means all personal property of the Credit Parties and Guarantor in or upon which a Lien is granted (or purported to be granted)
to Lender, whether pursuant to this Agreement or any other Loan Document.


“Collateral
Access Agreement” means a landlord waiver or subordination, bailee letter, acknowledgment agreement, use agreement or
other agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having
rights or interests in any of Credit Parties’ or Guarantor’s books and records, Equipment, Inventory or other Collateral,
in each case, in form and substance satisfactory to Lender in its Permitted Discretion.






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“Collection
Accounts” has the meaning given to such term in Section 5.3(a).


“Commercial
Tort Claim” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by
reference, and includes, without limitation, in the case of a Credit Party or Guarantor, any tort cause of action claimed by such
Credit Party or Guarantor, including those listed on Schedule 7.32.


“Commitment”
means the obligation of Lender to make Loans to Borrowers pursuant to the terms hereof.


“Compliance
Certificate” means a certificate meeting the requirements of Section 8.6 and otherwise in form satisfactory to
Lender in its Permitted Discretion.


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


“Consolidated
Subsidiaries” means (i) with respect to Guarantor, all of its Subsidiaries which are Credit Parties and (ii) with respect
to any Credit Party, all of its Subsidiaries.


“Control
Agreement” means, with respect to any Deposit Account or Securities Account, a control agreement, in form and substance
acceptable to Lender in its Permitted Discretion, executed by Lender, the Credit Party or Guarantor owner of such Deposit Account
or Securities Account and the applicable bank (with respect to a Deposit Account) or Securities Intermediary (with respect to a
Securities Account), and pursuant to which Lender obtains “control” pursuant to the UCC over such Deposit Account or
Securities Account (as applicable).


“Credit
Parties” means, collectively, each Borrower.


“Debt”
means, with respect to a Person, (a) all obligations for borrowed money of such Person, (b) all obligations of such Person
evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters
of credit, bankers acceptances, or other similar financial products, (c) all obligations or liabilities of others secured
by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any asset
of such Person, irrespective of whether such obligation or liability is assumed, (d) all obligations of such Person in respect
of the deferred purchase price of assets or services (other than trade payables incurred in the ordinary course of business and
repayable in accordance with customary trade practices), (e) any obligation of such Person guaranteeing or intended to guarantee
(whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of the type otherwise
described in this definition of any other Person, (f) asset securitizations and synthetic leases, (g) all obligations
of such Person as a lessee under Capital Leases, (h) all net indebtedness, liabilities and other monetary obligations under
interest rate, credit, commodity and foreign exchange swaps or similar transactions entered into for the purpose of hedging such
Person’s exposure to fluctuations in interest or exchange rates, currency valuations or commodity prices and all cancellations,
buybacks, reversals, terminations or assignments of any such transaction, and (i) all liabilities which would under GAAP be
shown on such Person’s balance sheet as a liability.


“Default”
means an event, condition or occurrence that, with the giving of notice, the passage of time, or both, would constitute an Event
of Default.






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“Default
Rate” means a rate per annum equal to the lesser of (a) the sum of (i) the Applicable Rate for such Loan (which
shall be adjusted, from time to time, simultaneously with any change in the Applicable Rate) plus (ii) two percent (2.0%)
and (b) the Maximum Rate.


“Deposit
Account” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference,
and includes, without limitation, a nonnegotiable certificate of deposit or a demand, time, savings, passbook, or similar account
maintained with a bank.


“Designated
Account” means account No. 6700306614 maintained at Sterling National Bank in the name of Digirad Health and any other
account replacing it with Lender’s consent, including pursuant to Section 5.3(c).


“Designated
Collection Account” has the meaning given to such term in Section 5.3(a).


“Digirad
Health Transfer” means the transfer to Digirad Health of all Equity Interests in each of Digirad Imaging, MD Office and
PR Holding.


“Distribution”
means, for any Person: (a) any dividend, payment or distribution (whether in cash, securities or other property) made on account
of any class of such Person’s Equity Interests or (b) any payment (whether in cash, securities or other property) on account
of, or setting apart of assets for a sinking or analogous fund for, the purchase, redemption, retirement, cancellation, termination,
defeasance or acquisition of any (i) shares of its Equity Interests or (ii) options, warrants or other rights to purchase Equity
Interests in such Person.


“Document”
has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference, and includes,
without limitation, any bill of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, or any
other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession
of it is entitled to receive, hold and dispose of the document and the goods it covers, and which purports to be issued by or addressed
to a bailee and purporting to cover goods in the bailee’s possession which are either identified or are fungible portions
of an identified mass. “Document” includes, without limitation, electronic documents.


“Dollars”
or “$” refers to lawful money of the United States of America.


“EBITDA”
means, with respect to a Person for any period, an amount equal to (a) consolidated net earnings (or loss), for such period minus
(b) extraordinary gains for such period plus (c) Interest Expense (whether paid or accrued), income taxes, depreciation
and amortization for such period plus (d) non-cash stock-based compensation for such period plus (e) other non-cash,
non-recurring costs and expenses for such period plus (f) cash received for sales of assets (other than sales of Inventory
in the ordinary course of business) during such period; in each case determined for such Person and its Subsidiaries on a consolidated
basis in accordance with GAAP for the period of four Fiscal Quarters ending on the last day of the measurement period.






    	6



     


    

“Eligible Account”
means, with respect to any Borrower, an Account of such Borrower which is acceptable to Lender for purposes of determining the
Borrowing Base and meets all criteria for inclusion in the Borrowing Base as determined and established by Lender from time to
time in its Permitted Discretion. Without limiting the discretion of Lender to establish other criteria of ineligibility, unless
otherwise agreed by Lender, Eligible Accounts of any Borrower shall not include any Account: (a) which is not owned exclusively
by such Borrower, (b) which is not subject to a first priority and perfected security interest in favor of Lender or which
is subject to any other Lien, (c) with respect to which more than ninety (90) days have elapsed since the date of the original
invoice or which is unpaid, in whole or in part, more than sixty (60) days after its original due date, (d) if twenty-five
percent (25%) or more of the aggregate Dollar amount of outstanding Accounts owed at such time by the Account Debtor thereon to
such Borrower or any of its Affiliates is classified as ineligible under clause (c) above, (e) owed by an Account Debtor
whose total obligations (including the obligations of such Account Debtor’s Affiliates) owing to Borrowers and their Affiliates
that would, but for this clause (e), constitute Eligible Accounts, exceed twenty percent (20%) of the aggregate amount of all Eligible
Accounts of the Borrowers, to the extent such obligations owing by such Account Debtor are in excess of such percentage, (f) which
represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return
basis or a progress billing under an agreement which requires further performance by such Borrower, is otherwise contingent on
such Borrower’s completion of any future performance or is subject to any other terms by reason of which the payment by the
Account Debtor may be conditional, (g) with respect to which any of the following events has occurred as to the Account Debtor
on such Account: the filing of any petition for relief under the Bankruptcy Code or other insolvency laws, a general assignment
for the benefit of creditors, the appointment of a receiver or trustee, application or petition for dissolution, its dissolution,
the sale or transfer of all or any material part of the assets or the cessation of the business as a going concern, (h) owed
by an Account Debtor which does not maintain its chief executive office in the United States or Canada (not including Quebec) or
is not organized under the laws of the United States or Canada (not including Quebec) or any state or province thereof, to the
extent the amount owing thereon, when combined with the aggregate amount owing on any and all government Accounts described in
the definition of Permitted Government Account plus the aggregate amount owing on any and all other foreign Accounts described
in this clause (h), at any time exceeds $500,000 in the aggregate, (i) which is not payable in United States Dollars, (j) owed
by an Account Debtor which is an Affiliate or employee of any Borrower or any of Borrowers’ Affiliates, (k) except to
the extent eligible under clause (q) below, with respect to which either the perfection, enforceability, or validity of Lender’s
Lien in such Account, or Lender’s right or ability to obtain direct payment to Lender of the proceeds of such Account, is
governed by any federal, state, provincial or local statutory requirements other than those of the UCC, or comparable law of Canada
(not including Quebec), or the Federal Assignment of Claims Act, (l) owed by an Account Debtor to which such Borrower or any
of its Affiliates are indebted in any way, or which is subject to any right of setoff or recoupment, or if the Account Debtor thereon
has disputed liability or made any claim with respect to any other Account due from such Account Debtor, but in each such case
only to the extent of such indebtedness, setoff, recoupment, dispute, or claim, (m) which is evidenced by a promissory note
or other instrument or by chattel paper, (n) which arises out of a sale not made in the ordinary course of such Borrower’s
business, (o) with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted
by the Account Debtor or the services giving rise to such Account have not been fully performed by such Borrower, and, if applicable,
accepted by the Account Debtor, or with respect to which the Account Debtor has revoked its acceptance of any such goods or services,
(p) which arises out of an enforceable contract or order which, by its terms, forbids, restricts or makes void or unenforceable
the granting of a Lien by such Borrower to Lender with respect to such Account or otherwise requires the consent of the respective
Account Debtor in order for the Lender to obtain direct payment of the proceeds of such Account, (q) other than with respect to
Permitted Government Accounts, with respect to which the Account Debtor is either (i) the United States or Canada or any department,
agency, or instrumentality of the United States or Canada, which for the avoidance
of doubt includes any quasi government agencies, including any Accounts owing by the U.S. Department of Veterans Affairs,
or (ii) any state of the United States or province or territory of Canada or any department, agency or instrumentality of such
state, province or territory, (r) with respect to which the Account Debtor is an individual or natural person, (s) with respect
to which the Account Debtor is a Sanctioned Person or Sanctioned Country, (t) with respect to which the books and records evidencing
or otherwise relating to such Account are located in a public warehouse, are in possession of a bailee or are in a facility leased
by such Borrower, unless the warehouseman, bailee or lessor, as the case may be, has executed an enforceable Collateral Access
Agreement (or to the extent acceptable to Lender with respect to any leased location, Lender has established rent reserves in such
amount as Lender may require in its discretion), (u) with respect to which Lender believes that the prospect of collection of such
Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay, or
(v) owed by an Account Debtor, to the extent the amount owing thereon exceeds the credit limit extended to such Account Debtor
by such Borrower. The identification of specific exclusions from eligibility herein is not exclusive or exhaustive. Lender reserves
the right in its Permitted Discretion to establish additional or different criteria for determining Eligible Accounts, at any time,
without prior notice.


 






    	7



     


    

“Eligible
Equipment” means, with respect to any Borrower, Equipment (other than Rolling Stock) and Machinery of such Borrower that
is designated by Lender as eligible from time to time in its Permitted Discretion, but excluding Equipment and Machinery having
any of the following characteristics:


(a)       with
respect to Equipment, it is located at premises other than those (i) owned by such Borrower, (ii) leased and controlled by such
Borrower and as to which an enforceable Collateral Access Agreement with the owner of such premises shall have been delivered to
Lender (or to the extent acceptable to Lender, Lender has established rent reserves in such amount as Lender may require in its
discretion), or (iii) held out for lease or subject to a bona fide lease or service agreement acceptable to Lender and subject
to a Collateral Access Agreement to the extent required by Lender in its Permitted Discretion;


(b)       with
respect to Machinery, it is located at premises other than those (i) owned by such Borrower or (ii) leased and controlled by such
Borrower and as to which an enforceable Collateral Access Agreement with the owner of such premises shall have been delivered to
Lender (or to the extent acceptable to Lender, Lender has established rent reserves in such amount as Lender may require in its
discretion);


(c)       it
is located outside the United States of America;


(d)       it
is not subject to the first priority, valid and perfected security interest of Lender or it is subject to any other Lien;


(e)       it
is damaged or defective or not used or usable in the ordinary course of such Borrower’s business as presently conducted or
is obsolete or not currently saleable or has been removed from services;


(f)       it
is not covered by “all risk” hazard insurance for an amount equal to its replacement cost;


(g)       
[reserved];


(h)       it
consists of computer tooling or molds;


(i)       it
is not owned exclusively by such Borrower or as to which such Borrower does not have good, valid and marketable title thereto;
or


(j)       it
is otherwise deemed unacceptable by Lender in its Permitted Discretion.






    	8



     


    

“Eligible
Equipment and Rolling Stock Advance Rate” means initially sixty percent (60%), for the period from the Agreement Date
through and including March 31, 2019 and, thereafter, such percentage shall be reduced by one and two tenths of a percent (1.2%)
on the first (1st) Business Day of each calendar month thereafter, subject to reset, from time to time, to sixty percent
(60%) upon receipt of any subsequent appraisal acceptable to Lender performed pursuant to the terms hereof no less than once per
Fiscal Year, in each case subject to ongoing monthly reduction in the manner set forth above following such reset.


“Eligible
Inventory” means, with respect to any Borrower, Inventory of such Borrower which is acceptable to Lender for purposes
of determining the Borrowing Base and meets all criteria for inclusion in the Borrowing Base as determined and established by Lender
from time to time in its Permitted Discretion. Without limiting the discretion of Lender to establish other criteria of ineligibility,
unless otherwise agreed by Lender, Eligible Inventory shall not include any Inventory: (a) which is not owned exclusively
by such Borrower or as to which Borrower does not have good, valid and marketable title thereto, (b) which is not subject
to a first priority and perfected security interest in favor of Lender or which is subject to any other Lien, (c) other than
finished goods and raw materials Inventory, (d) which is not in good condition, or is unmerchantable or does not meet all
standards imposed by any Governmental Authority having regulatory authority over such goods or their use or sale, (e) which
is not currently either usable or salable, at prices approximating at least cost, in the normal course of such Borrower’s
business, or is slow moving or stale, (f) which is obsolete or returned or repossessed or used goods taken in trade or goods
that constitute spare parts, packaging and shipping materials or supplies used or consumed in such Borrower’s business, (g)
which is located outside the United States or is in-transit to or from a location of such Borrower (other than in-transit from
one location set forth on Schedule 7.11 to another location set forth on Schedule 7.11), (h) as to which
such Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of such Borrower)
or which is located in a public warehouse or is in possession of a bailee or in a facility leased by such Borrower or an Affiliate
thereof unless the warehouseman, bailee, or lessor, as the case may be, has delivered to Lender a Collateral Access Agreement (or
to the extent acceptable to Lender with respect to any leased location, Lender has established rent reserves in such amount as
Lender may require in its discretion) and unless it is segregated or otherwise separately identifiable from goods of others, if
any, stored on the premises, (i) which is on consignment from any consignor, or on consignment to any consignee, (j) is subject
to a bill of lading or other document of title or (k) that contains or bears any Proprietary Rights licensed to such Borrower
by another Person unless such Borrower has delivered to Lender a consent or sublicense agreement from such licensor in form and
substance acceptable to Lender or Lender is otherwise satisfied that it may sell or otherwise dispose of such Inventory in accordance
with Section 11.2 without infringing the rights of the licensor of such Proprietary Rights or violating any contract of
such Borrower with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or
disposition of such Inventory pursuant to the existing license agreement). The identification of specific exclusions from eligibility
herein is not exclusive or exhaustive. Lender reserves the right in its Permitted Discretion to establish additional or different
criteria for determining Eligible Inventory, at any time, without prior notice.






    	9



     


    

“Eligible
Rolling Stock” means Rolling Stock (a) that is owned by a Borrower; (b) that meets, in all material respects, all applicable
material safety or regulatory standards applicable to it for the use for which it is intended or for which it is being used; (c)
the ownership of which is evidenced by a certificate of title that has the name of a Borrower noted thereon as the owner of it
or is otherwise properly registered in one of the states of the United States to such Borrower that is entitled to operate such
Rolling Stock in the state that has issued such certificate of title in accordance with all applicable laws (other than any Rolling
Stock the ownership of which is not required to be evidenced by a certificate of title under the laws applicable to it), Lender
shall be noted as first priority Lien holder thereon to the extent required by Lender in its Permitted Discretion, and Lender has
received such evidence thereof as it may reasonably require; (d) that meets, in all material respects, all applicable material
standards of all motor vehicle laws or other statutes and regulations established by any Governmental Authority and is not subject
to any licensing or similar requirement that would limit the right of Lender to sell or otherwise dispose of such Rolling Stock;
(e) is used or usable in the ordinary course of a Borrower’s business and has not been damaged in any material respect or
in an inoperable condition that continues for any period of more than thirty (30) consecutive days; (f) is located in the United
States; (g) is located at premises that are (i) owned by a Borrower, (ii) leased and controlled by a Borrower and as to which an
enforceable Collateral Access Agreement with the owner of such premises shall have been delivered to Lender (or to the extent acceptable
to Lender, Lender has established rent reserves in such amount as Lender may require in its discretion), or (iii) held out for
lease or subject to a bona fide lease or service agreement acceptable to Lender and subject to a Collateral Access Agreement to
the extent required by Lender in its Permitted Discretion; and (h) is not subject to any Lien other than Liens in favor of Lender.


“Environmental
Laws” means any and all applicable federal, state, provincial, foreign or local statutes, laws, rules, regulations, ordinances,
codes, binding and enforceable guidelines, binding and enforceable written policies or rules of common law now or hereafter in
effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, in each case, relating to the environment, the effect of the environment or employee health
or relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic
or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.


“Equipment”
has the meaning prescribed for such term as defined by the UCC (which definition is incorporated herein by reference), wherever
located, and whether now or hereafter existing, and all parts thereof, all accessions thereto and all replacements therefor. The
Equipment includes, without limitation, with respect to a Person, all personal property used or useable by such Person in its business.


“Equity
Interests” means, with respect to a Person, shares of capital stock, partnership interests, membership or limited liability
company interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person,
and any warrants, options, participations or other rights entitling the holder thereof to purchase or acquire any such interest,
whether voting or nonvoting.






    	10



     


    

“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.


“ERISA
Affiliate” means (a) any Person, trade or business (whether or not incorporated) subject to ERISA whose employees
are treated as being employed by the same employer as the employees of any Credit Party or Guarantor under Section 414(b) of the
IRC, (b) any Person, trade or business (whether or not incorporated) subject to ERISA whose employees are treated as being
employed by the same employer as the employees of any Credit Party or Guarantor under Section 414(c) of the IRC, (c) solely
for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated
service group of which any Credit Party or Guarantor is a member under Section 414(m) of the IRC, or (d) solely for purposes
of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Credit
Party or Guarantor and whose employees are aggregated with the employees of any Credit Party or Guarantor under Section 414(o)
of the IRC.


“ERISA
Benefit Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) as to which any Credit
Party or Guarantor or any ERISA Affiliate (a) is (currently or hereafter), or at any time during the immediately preceding six
(6) years has, sponsored, maintained or contributed to on behalf of any of its employees or (b) has (currently or hereafter), or
has had at any time within the preceding six (6) years, any liability (contingent or otherwise).


“Event
of Default” has the meaning prescribed by Section 10.1.


“Exchange
Act” means the Securities Exchange Act of 1934, as in effect from time to time.


“Excluded
Account” means (a) any Deposit Account of a Credit Party or Guarantor specially and exclusively used for payroll, payroll
taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s or Guarantor’s employees,
and (b) any other Deposit Account or Securities Account designated as an Excluded Account in Part C of Schedule 7.19 as
of the Agreement Date.


“Excluded
Property” means, with respect to any Credit Party or Guarantor, collectively, (i) property of such Credit Party or Guarantor
subject to Liens permitted by clauses (d) or (m) of the definition of Permitted Liens solely in the event and to the extent that
a grant or perfection of a Lien in favor of Lender on any such property is prohibited by or results in a breach or termination
of, or constitutes a default under, the documentation governing such Liens or the obligations secured by such Liens (other than
to the extent that such terms would be rendered ineffective pursuant to Section 9.406, 9.407, 9.408 or 9.409 of the UCC (or any
successor provision or provisions) of any relevant jurisdiction and other than to the extent all necessary consents to creation,
attachment and perfection of the Lender’s Liens thereon have been obtained) and, in any event, immediately upon the ineffectiveness,
lapse or termination of such terms or the obtainment of such consents, such property shall cease to constitute Excluded Property
and shall be Collateral, (ii) any personal property lease, contract, permit, license, franchise or letter of credit right of such
Credit Party or Guarantor, solely in the event and to the extent that a grant or perfection of a Lien on such personal property
lease, contract, permit, license, franchise or letter of credit right is prohibited by applicable law or results in a breach or
termination of, or constitutes a default under, any such personal property lease, contract, permit, license, franchise or letter
of credit right (other than to the extent that such law or terms would be rendered ineffective pursuant to Section 9.406, 9.407,
9.408 or 9.409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction and other than to the extent
all necessary consents to creation, attachment and perfection of the Lender’s Liens thereon have been obtained) and, in any
event, immediately upon the ineffectiveness, lapse or termination of such law or terms or the obtainment of such consents, such
personal property lease, contract, permit, license, franchise or letter of credit right shall cease to constitute Excluded Property
and shall be Collateral, (iii) the voting equity interests of controlled foreign corporations (as defined in the IRC) of any Credit
Party in excess of 65% of the voting rights of such corporations, (iv) any Equity Interests held directly by Digirad other than
the Equity Interests in the Credit Parties; (v) any United States intent-to-use trademark applications to the extent that, and
solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such
intent-to-use trademark applications under applicable federal law, provided, that upon submission and acceptance by the
United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor
provision) such intent-to-use trademark application shall cease to constitute Excluded Property and shall be Collateral, and (vi)
any property right if and to the extent that including the same in the Collateral and granting a security interest therein would
violate any applicable law, rule, regulation or order of any Governmental Authority (unless such Credit Party or Guarantor, as
applicable, could reasonably be expected to remedy such violation through the use of reasonable commercial efforts).






    	11



     


    

“Excluded
Taxes” means any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted from
a payment to Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case (i) imposed as a result of Lender being organized under the laws of, or having its principal office or its
applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
Other Connection Taxes, and (b) U.S. federal withholding Taxes imposed under FATCA.


“FATCA”
means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
and any agreement entered into pursuant to Section 1471(b)(1) of the IRC.


“Fiscal
Month” means a calendar month.


“Fiscal
Quarter” means one of four fiscal quarters of a Fiscal Year, each consisting of a period of three (3) consecutive Fiscal
Months, with the first of such quarters beginning on the first day of a such Fiscal Year and the last of such quarters ending on
the last day of such Fiscal Year.


“Fiscal
Year” means Credit Parties’ and Guarantor’s fiscal year for financial accounting purposes, beginning on January 1
and ending on December 31 of such year.


“Fixed
Charge Coverage Ratio” means, for a Person on any date of determination, the ratio of (a) EBITDA less unfinanced
Capital Expenditures to (b) (i) taxes paid in cash, plus (ii) to the extent Distributions have not been reflected in
net income, Distributions that are made and permitted pursuant to Section 9.10(ii), plus, (iii) Interest
Expense paid in cash, plus (iv) principal payments made or required to be made on any and all long term Debt including
Capital Leases (other than in respect of the Revolving Loans prior to the Maturity Date), in each case determined for such Person
and its Subsidiaries on a consolidated basis in accordance with GAAP for the period of four Fiscal Quarters ending on the last
day of the measurement period.


“Fixed
LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
bear interest at the Adjusted Fixed LIBOR Rate.


“Fixed
LIBOR Rate” means, with respect to any Loan for any applicable Interest Period, the greater of (i) the rate per
annum published in the “Money Rates” table of The Wall Street Journal (or such other presentation within The
Wall Street Journal as may be adopted hereafter for such information) as the one month LIBOR rate, determined two (2) Business
Days prior to the commencement of such Interest Period, and (ii) 0%; provided, that, if any change in market
conditions or any change in Applicable Law shall at any time after the date hereof, in the reasonable opinion of the Lender, make
it unlawful or impractical for the Lender (other than as a result of the Lender’s creditworthiness) to fund or maintain Loans
at the Fixed LIBOR Rate or to continue such funding or maintaining, or to determine or change interest rates based on the Fixed
LIBOR Rate then the Fixed LIBOR Rate shall be a rate per annum determined by the Lender in its Permitted Discretion.


“Floating
LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
bear interest at the Adjusted Floating LIBOR Rate.






    	12



     


    

“Floating
LIBOR Rate” means the greater of (i) the rate per annum published on each Business Day in the “Money Rates”
table of The Wall Street Journal (or such other presentation within The Wall Street Journal as may be adopted hereafter
for such information) as the one month LIBOR rate, adjusted daily, and (ii) 0%; provided, that, if any change
in market conditions or any change in Applicable Law shall at any time after the date hereof, in the reasonable opinion of the
Lender, make it unlawful or impractical for the Lender (other than as a result of the Lender’s creditworthiness) to fund
or maintain Loans at the Floating LIBOR Rate or to continue such funding or maintaining, or to determine or change interest rates
based on the Floating LIBOR Rate then the Floating LIBOR Rate shall be a rate per annum determined by the Lender in its Permitted
Discretion.


“Funded
Debt” means, for Parent, on any date of determination, the aggregate (without duplication) of (i) all Debt for borrowed
money of Parent and its Consolidated Subsidiaries (including guaranty obligations of such Debt) as of such date that by its terms
or by the terms of any instrument or agreement relating thereto matures more than one year from, or is renewable or extendable
at the option of the debtor to a date more than one year from, the date of creation thereof (including an option of the debtor
under a revolving credit or similar arrangement obligating the lender or lenders to extend credit over a period of one year or
more), including any current maturities of such Debt and including Capital Lease obligations and the Obligations hereunder, and
(ii) all other Debt of Parent and its Consolidated Subsidiaries (including guaranty obligations of such Debt) that accrues interest,
each determined in accordance with GAAP.


“GAAP”
means generally accepted accounting principles in the United States, as in effect from time to time, consistently applied. Notwithstanding
anything herein to the contrary, all financial statements delivered hereunder shall be prepared and all financial covenants contained
herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any
similar account principal) permitting a Person to value its financial liabilities at the fair value thereof.


“General
Intangibles” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein
by reference, and in any event includes, without limitation, all intangible personal property of every kind and nature (other than
Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Securities Accounts, Documents, Instruments, Investment Property,
Letter of Credit Rights, Letters of Credit and money), including, without limitation, contract rights, business records, rights
and claims against carriers and shippers, customer lists, registrations, licenses, franchises, tax refund claims, rights to indemnification,
warranty or guaranty contract, claims for any damages arising out of or for breach or default under or in connection with any contract,
rights to exercise or enforce remedies, powers and privileges under any contract and rights and claims to any amounts payable under
any contract of insurance, including without limitation, business interruption, property, casualty, key employee life or any other
insurance.


“Governmental
Authority” means any federal, state or local government, any subdivision thereof, and any agency, entity, instrumentality
or authority owned or controlled thereby. For the avoidance of doubt, with respect to Health Care Laws, the term “Governmental
Authority” shall include any agency, branch or other governmental body (federal or state) charged with the responsibility,
or vested with the authority, to administer or enforce, any Health Care Laws, including any Medicare or Medicaid contractors, intermediaries,
or carriers.


“Governmental
Payor” means Medicare, Medicaid, any state health plan adopted pursuant to Title XIX of the Social Security Act, any
other state or federal health care program, and any other Governmental Authority which presently or in the future sponsors or maintains
a payment or reimbursement program.






    	13



     


    

“Guarantor”
means Digirad, together with its successors and permitted assigns.


“Guaranty”
means, with respect to a Person, any direct or indirect guaranty by such Person of any Debt or other obligation of another Person
or any obligation by such Person to purchase or acquire or otherwise protect or insure a creditor against loss in respect of Debt
or other obligations of another Person, but excluding customary contractual indemnities in contracts made in the ordinary course
of business or under organizational documents.


“Guaranty
Agreement” means each Guaranty Agreement now or hereafter executed by Guarantor or Individual Guarantor in favor of Lender
pursuant to which such Guarantor guarantees the payment and/or performance of all or any portion of the Obligations of the Borrowers,
in form and substance acceptable to Lender in its Permitted Discretion, as amended, restated, supplemented or otherwise modified
from time to time.


“Hazardous
Materials” means any substances regulated under any Environmental Law, whether as pollutants, contaminants, or chemicals,
or as industrial, toxic or hazardous substances or wastes, or otherwise.


“Health
Care Laws” means all applicable Legal Requirements regulating the health care industry, health care services, healthcare
reimbursement, and the possession, control, warehousing, manufacture, assembly, renting and leasing, servicing, sale and distribution
of diagnostic imaging equipment, the provision of hospital services, medical services, and diagnostic imaging services, the quality
and adequacy of patient care, rate setting, equipment, personnel, operating policies, and fee-splitting, including, without limitation
(a) all federal and state fraud and abuse laws (including, without limitation, the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b));
the Stark Law (42 U.S.C. §§ 1395nn); the civil False Claims Act (31 U.S.C. § 3729 et seq.); Sections 1320a-7
and 1320a-7a and 1320a-7b of Title 42 of the United States Code; the Medicare Prescription Drug, Improvement, and Modernization
Act of 2003 (Pub. L. No. 108173); (b) the federal transparency reporting requirements (42 U.S.C. § 1320a-7h, 42 C.F.R.
 §§ 403.900 et seq.); (c) the enrollment and participation requirements of Third Party Payors; (d) state and federal
laws, rules, and regulations relating to licensure or regulation of healthcare providers, suppliers, professionals, technicians,
facilities, distributors, diagnostic imaging equipment, and healthcare operations; (e) the provision of, or payment for, health
care services, items, or supplies; (f) patient health care; (g) quality, safety certification and accreditation standards
and requirements; (h) the billing, coding or submission of claims or collection of accounts receivable or refund of overpayments;
(i) HIPAA; (j) the Clinical Laboratory Improvements Amendments of 1988; (k) the Patient Protection and Affordable Care
Act (Pub. L. 111-148); (l) state fee-splitting prohibitions; (m) health planning or rate setting laws, including laws regarding
certificates of need and certificates of exemption; (n) all laws regulating the provision of free or discounted care or services;
(o) all laws relating to informed consent, medical recordkeeping, and patient rights; and (p) any and all other federal, state,
or local health care laws, rules, codes, statutes, regulations, manuals, orders, ordinances, statutes, policies, professional or
ethical rules, administrative guidance and requirements applicable to any Credit Party or Guarantor, its assets, business, or operations,
in each case, with respect to the laws described in clauses (a) through (p) of this definition, as may be amended from time to
time, and any successor statutes thereto and the regulations promulgated thereunder.






    	14



     


    

“Health
Care Permits” means any permit, approval, consent, authorization, license, provisional license, registration, accreditation,
certificate, certification, certificate of need, qualification, operating authority, concession, grant, franchise, variance or
permission from any Governmental Authority issued or required under applicable Health Care Laws.


“HIPAA”
means the (a) Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191); (b) the Health Information
Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009); and (c)
any state and local laws regulating the privacy and/or security of individually identifiable information, including state laws
providing for notification of breach of privacy or security of individually identifiable information, in each case, with respect
to the laws described in clauses (a), (b), and (c) of this definition, as amended and in effect from time to time, and any successor
statutes thereto and the regulations promulgated thereunder.


“Indemnified
Claims” means any and all claims, demands, actions, causes of action, judgments, obligations, liabilities, losses, damages
and consequential damages, penalties, fines, costs, fees, expenses, Lender Expenses and disbursements (including without limitation,
fees and expenses of attorneys and other professional consultants and experts in connection with investigation or defense) of every
kind, known or unknown, existing or hereafter arising, foreseeable or unforeseeable, which may be imposed upon, threatened or asserted
against, or incurred or paid by, an Indemnified Person at any time and from time to time, because of, resulting from, in connection
with, or arising out of any transaction, act, omission, event or circumstance in any way connected with the Collateral, the Loan
Documents (including enforcement of Lender’s or LC Issuer’s rights thereunder or defense of Lender’s or LC Issuer’s
actions thereunder), any Default or Event of Default or any acts or omissions taken by such Indemnified Person in connection with
this Agreement or administration of the Loan Documents.


“Indemnified
Persons” means, collectively, Lender, LC Issuer and each of their Affiliates, Equity Interest owners, officers, directors,
members, managers, partners, employees, agents and representatives.


“Indemnified
Taxes” means (a) any Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of any Credit Party or Guarantor under any Loan Document and (b) to the extent not otherwise described in the
foregoing clause (a) of this definition, Other Taxes.


“Individual
Guarantor” means Jeffrey E. Eberwein, an individual resident of the State of Connecticut.


“Instrument”
has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference, and includes,
without limitation, a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation,
is not itself a security agreement or lease, and is of a type that in the ordinary course of business is transferred by delivery
with any necessary endorsement or assignment.






    	15



     


    

“Intangible
Assets” means, for any Person, assets that are treated as intangible pursuant to GAAP, including, without limitation:
(a) obligations owing to such Person by its stockholders, officers, directors, members, managers, partners, employees, subsidiaries,
Affiliates or any Person in which any such stockholder, officer, director, member, manager, partner, employee, subsidiary, or Affiliate
owns any interest and (b) any asset which is intangible or lacks intrinsic or marketable value or collectability, including, without
limitation, goodwill, noncompetition agreements, patents, copyrights, trademarks, franchises, organization or research and development
costs.


“Interest
Election Notice” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with
Section 2.5, which shall be in a form satisfactory to, or provided by, the Lender.


“Interest
Expense” means, for a Person for a period, total interest expense for such Person for such period, as determined in accordance
with GAAP.


“Interest
Payment Date” means (a) with respect to any Floating LIBOR Loan, the first calendar day of each month and the Termination
Date, and (b) with respect to any Fixed LIBOR Loan, the last day of each Interest Period applicable to the Borrowing of which such
Loan is a part and the Termination Date.


“Interest
Period” means, with respect to any Loan accruing interest at the Adjusted Fixed LIBOR Rate, the period commencing on
the date of such Loan and ending on the numerically corresponding day in the calendar month that is one month thereafter;
provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of
a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion
or continuation of such Loan.


“Inventory”
has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference, and includes,
without limitation, with respect to a Person, goods (including goods in-transit) that (a) are held or to be held by such Person
for sale or lease or to be furnished under a contract of service, (b) are leased or to be leased by such Person as lessor
or (c) consist of raw materials, work in process, finished goods or materials used or consumed in such Person’s business.


“Inventory
Sublimit” means the lesser of (a) an amount equal to thirty percent (30%) of the Borrowing Base and (b) $4,000,000.


“Investment”
means, with respect to any Person, any investment made, directly or indirectly by such Person in, to or with respect to any other
Person, and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP,
whether by (a) acquisition of shares of capital stock or other Equity Interests, indebtedness, securities or other obligations,
(b) a loan, guarantee, advance, capital contribution or other like investment, or (c) any purchase or other acquisition (or any
commitment to make any such purchase or other acquisition) of all or a material portion of the assets of (or any division or business
line of) any other Person, in each case, whether made in cash, by the transfer of property or otherwise (including, without limitation,
any joint venture relationship).


“Investment
Property” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by
reference, and includes, without limitation, a security (whether certificated or uncertificated), security entitlement, securities
account, commodity contract, or commodity account.


“IRC”
means the Internal Revenue Code of 1986, as amended and in effect from time to time.


“IRS”
means the United States Internal Revenue Service.






    	16



     


    

“Joinder
Agreement” has the meaning given to such term in Section 8.16.


“LC Application”
means any application for a Letter of Credit hereafter made by any Borrower to LC Issuer and Lender in form as required by LC Issuer,
which shall specify therein (a) the amount of such Letter of Credit, (b) the date of issuance, amendment, renewal or extension
of such Letter of Credit, (c) the proposed termination date of such Letter of Credit, (d) the name and address of the beneficiary
of such Letter of Credit and (e) such other information as is necessary to prepare, amend, renew or extend such Letter of Credit
or is otherwise requested by LC Issuer.


“LC Collateral”
has the meaning given to such term in Section 2.10(a).


“LC Conditions”
has the meaning given to such term in Section 2.6.


“LC Issuer”
means each issuer of a Letter of Credit. The LC Issuer may be any of Lender, any Affiliate of Lender, U.S. Bank, any other financial
institution designated by Lender to issue Letters of Credit and their successors.


“LC Obligations”
means, at any time of determination, the sum of all Matured LC Obligations plus the aggregate maximum amount which LC Issuer
might then or thereafter be called upon to advance under all Letters of Credit then outstanding.


“LC Payment
Amounts” means, with respect to any Other LC Issuer, collectively, (a) all payments made by Borrowers to Lender, in immediately
available funds, for payment of any Matured LC Obligations owing to such Other LC Issuer, and (b) all fees and expenses of such
Other LC Issuer for and relating to the issuance, amendment and drawing of each Letter of Credit issued by such Other LC Issuer
that are paid by Borrower to Lender in immediately available funds pursuant to the terms of Section 3.2(c)(ii).


“LC Sublimit”
means $500,000.


“LC Support”
shall mean a guaranty, Cash Collateral or other support agreement in favor of Lender, acceptable to Lender in its sole and absolute
discretion, pursuant to which the payment or performance by Borrowers of their obligations under an LC Application and/or in respect
of any Letter of Credit, including the obligation to reimburse LC Issuer for any payment made by the LC Issuer under such Letter
of Credit, is guaranteed or otherwise assured to the Lender’s sole satisfaction.


“Legal
Requirement” means any treaty, convention, statute, law, common law, rule, regulation, ordinance, license, permit, governmental
approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state,
or local.


“Lender”
has the meaning given to such term in the preamble hereto.


“Lender
Account” means Sterling National Bank account number 6700044124, ABA number 221970443, or such other account as Lender
may from time to time specify to Borrower Representative in writing.


“Lender
Expenses” has the meaning prescribed by Section 13.5.


“Lender’s
Liens” means Liens granted (or purported to be granted) in favor of Lender pursuant to this Agreement or any of the other
Loan Documents.






    	17



     


    

“Letter
of Credit” means any standby or commercial letter of credit issued by LC Issuer at the application of a Borrower pursuant
to the terms hereof.


“Letter
of Credit Rights” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein
by reference, and includes, without limitation, a right to payment or performance under a letter of credit, whether or not the
beneficiary has demanded or is at the time entitled to demand payment or performance and whether or not evidenced by a writing.


“Leverage
Ratio” means, for Parent, as of any date of determination, the ratio of (a) the Funded Debt of Parent and its Consolidated
Subsidiaries as reflected on a consolidated balance sheet of Parent and its Consolidated Subsidiaries prepared as of such date
in accordance with GAAP to (b) the EBITDA for Parent and its Consolidated Subsidiaries as of such date in accordance with
GAAP.


“Licensed
Personnel” has the meaning prescribed by Section 7.37(c).


“Lien”
means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether
such interest is based on the common law, statute, or contract, and including a security interest, collateral assignment, charge,
claim, or lien arising from a security agreement, mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit
arrangement, conditional sale, trust receipt, lease, consignment or bailment for security purposes or similar agreement, or any
contingent or other agreement to provide any of the foregoing.


“Loan”
means any loan or advance made by Lender to Borrowers under this Agreement and includes Revolving Loans, and “Loans”
means, collectively, all such loans and advances.


“Loan Documents”
means this Agreement, each Guaranty Agreement, each Subordination Agreement, each Revolving Note (if any), each Pledge Agreement
(if any), each Control Agreement, each Collateral Access Agreement, each LC Application, each Letter of Credit, each Perfection
Certificate, and any other documents, instruments or agreements heretofore, now or hereafter evidencing, securing, guaranteeing
or otherwise relating to or executed by any Credit Party or Guarantor or Individual Guarantor in connection with the Obligations,
the Collateral or any other aspect of the transactions contemplated by this Agreement, and in each case including any and all renewals,
extensions, modifications, amendments, or restatements of any of the foregoing.


“Lockbox”
has the meaning given to such term in Section 5.3(a).


“Machinery”
refers to Collateral that would be classified within the definition of “Equipment” but for the fact that such items
have become so affixed to the related Real Property that an interest has arisen therein under real property law.


“Margin
Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve
Board.


“Material
Adverse Effect” means the occurrence of any of the following: (i) a material adverse change in, or effect on, the
business, assets, operations, prospects or financial condition of any Credit Party, Guarantor or Individual Guarantor, (ii) a
material impairment of the ability of any Credit Party, Guarantor or Individual Guarantor to perform any obligations under the
Loan Documents to which it is a party, (iii) a material adverse effect upon the Collateral or the validity, perfection or
priority of Lender’s Liens on the Collateral, or (iv) a material adverse effect upon the legality, validity, binding effect
or enforceability of any Loan Document.






    	18



     


    

“Matured
LC Obligations” means all amounts paid by LC Issuer on drafts or demands for payment drawn or made under or purported
to be made under any Letter Credit and all other amounts due and owing to LC Issuer under any LC Application, to the extent such
amounts have not been repaid to LC Issuer (with the proceeds of Revolving Loans or otherwise).


“Maturity
Date” means March 29, 2024.


“Maximum
Drawing Amount” means, at the time in question, the sum of the maximum amounts which LC Issuer might then or thereafter
be called upon to advance under all Letters of Credit which are then outstanding.


“Maximum
Rate” means the maximum rate of interest permitted to be charged under Applicable Law from time to time in effect; provided,
that in the event Applicable Law provides for an interest ceiling on any day under Chapter 303 of the Texas Finance Code, as amended
(the “Texas Finance Code”), for that day the ceiling shall be the “monthly ceiling” as referred
to and in effect from time to time under the provisions of Section 303.004 of the Texas Finance Code.


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Credit Party
or Guarantor or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made
or been obligated to make contributions.


“Net Amount”
means, (a) with respect to an Eligible Account of any Borrower at any time, an amount equal to: (i) the gross amount of such
Account less (ii) sales, excise or similar taxes, and all returns, discounts, claims, credits, rebates and allowances of
any nature at any time issued, owing, granted, outstanding, available or claimed, (b) with respect to Eligible Inventory at
any time, the net orderly liquidation value of such Inventory, as determined pursuant to the most recent appraisal acceptable to
Lender in its discretion, (c) with respect to Eligible Equipment at any time, the net orderly liquidation value of such Equipment,
as determined pursuant to the most recent appraisal acceptable to Lender in its discretion, and (d) with respect to Eligible Rolling
Stock at any time, the net orderly liquidation value of such Rolling Stock, as determined pursuant to the most recent appraisal
acceptable to Lender in its discretion.


“Obligations”
means all obligations, liabilities and indebtedness now or hereafter owing by any Credit Party or Guarantor to Lender pursuant
to or otherwise arising in connection with this Agreement or any other Loan Documents, including, without limitation, all loan
repayment obligations, accrued interest obligations (including interest that accrues after the commencement of an insolvency proceeding,
regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding), Indemnified Claims, Lender
Expenses (including any fees or expenses that accrue after the commencement of an insolvency proceeding, regardless of whether
allowed or allowable in whole or in part as a claim in such insolvency proceeding), all obligations or liabilities arising from
Bank Products, LC Obligations, premiums, fees, or guaranties arising out of, under, pursuant to, in connection with or evidenced
by this Agreement or any other Loan Document, in each case, whether direct or indirect, primary or secondary, joint, several, or
joint and several, fixed or contingent, including indebtedness, liabilities and obligations, if any, which may be assigned to or
acquired by Lender, and any and all renewals and extensions of the foregoing or of any part thereof.






    	19



     


    

“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


“Other
Connection Taxes” means Taxes imposed as a result of a present or former connection between Lender and the jurisdiction
imposing such Tax (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transactions pursuant to
or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).


“Other
LC Issuer” means any LC Issuer that is not Lender (and includes, without limitation U.S. Bank).


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment.


“Parent”
means Digirad, together with its successors and permitted assigns in such capacity.


“Patriot
Act” means the USA Patriot Act (Title III of Pub. L. 107–56) as amended, supplemented or replaced from time to
time.


“Payment
Intangibles” means all “payment intangibles” as defined in the UCC, which definition is incorporated herein
by reference.


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.


“Perfection
Certificate” means any perfection certificate executed by the Credit Parties and Guarantor on and as of the Agreement
Date which provides information with respect to the assets and/or property of such Credit Parties and Guarantor as of the Agreement
Date and is in form acceptable to Lender in its Permitted Discretion and any additional similar perfection certificate delivered
by one or more Credit Parties or Guarantor to the Lender after the Agreement Date pursuant to Section 8.16.


“Permitted
Debt” shall have the meaning given to such term in Section 9.5.


“Permitted
Discretion” means a determination made by the Lender in the exercise of its commercially reasonable business judgment
(from the perspective of a secured asset-based lender).


“Permitted
Disposition” shall have the meaning given to such term in Section 9.8.


“Permitted Government
Account” means an Account with respect to which the Account Debtor is either (i) the United States or any department,
agency, or instrumentality of the United States, which for the avoidance of doubt
includes any quasi government agencies, including any Accounts owing by the U.S. Department of Veterans Affairs, or (ii)
any state of the United States or any department, agency or instrumentality of such state, to the extent the amount owing thereon,
when combined with the aggregate amount owing on any and all other government Accounts described in this definition plus the aggregate
amount owing on any and all foreign Accounts described in clause (h) of the definition of “Eligible Account”, does
not at any time exceed $500,000 in the aggregate.


 






    	20



     


    

“Permitted Investment”
means, with respect to any Credit Party, (a) advances made in connection with purchases of goods and services in the ordinary
course of business, (b) acquisitions (not otherwise prohibited by this Agreement) of Equipment by such Credit Party for use in
the ordinary course of business, (c) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary
course of business, (d) guarantees constituting Permitted Debt, (e) direct obligations of the United States of America or any agency
thereof, or obligations guaranteed by the United States of America, that mature within one year from the date of acquisition thereof,
(f) certificates of deposit maturing within one year from the date of acquisition, issued by Sterling National Bank or a commercial
bank organized under the laws of the United States of America or any state thereof having capital and surplus aggregating at least
$100,000,000, (g) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Corporate or P-1 from Moody’s
Investor Services Inc., (h) money market mutual funds so long as substantially all of the assets of such fund are comprised of
securities of the type described in clauses (e), (f) and (g) above, (i) travel and similar advances to employees made in the
ordinary course of business, (j) ordinary extensions of credit and loans to customers buying goods, supplies and services in the
ordinary course of business so long as not for longer periods than in the ordinary course of business and payable on customary
trade terms for such Credit Party, (k) receivables owing to such Credit Party created or acquired in the ordinary course of business,
so long as not for longer periods than in the ordinary course of business and payable on customary trade terms, and (l) Investments
made by a Credit Party in another Credit Party.


 


“Permitted
Liens” means, with respect to any Credit Party, (a) Lender’s Liens, (b) Liens for unpaid taxes, assessments
or other governmental charges or levies that either (i) are not delinquent or (ii) (A) do not have priority over the Lender’s
Liens or are less than $250,000 in the aggregate and (B) are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted and for which adequate reserves are maintained on the books of such Credit Party in accordance
with GAAP, (c) Liens, if any, described in Schedule 7.22, but only to the extent such Liens secure Permitted Debt existing
on the Agreement Date and any Refinancing Debt, (d) Liens which constitute purchase money Liens and secure Debt permitted
under clause (e) of Section 9.5, but only to the extent such Liens attach only to the property acquired by the incurrence
of such purchase money secured Debt and such Liens only secure the Debt incurred to acquire such property or any related Refinancing
Debt, (e) the interests of lessors or sublessors under operating leases entered into in the ordinary course of business and
not prohibited by any other provision hereof, (f) statutory Liens in favor of warehousemen, landlords, carriers, mechanics,
materialmen, laborers or suppliers, incurred in the ordinary course of business of such Credit Party and not in connection with
the borrowing of money, and which Liens are for sums not delinquent or sums being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and for which adequate reserves are maintained on the books of such Credit Party in
accordance with GAAP, (g) Liens arising from deposits made in connection with obtaining worker’s compensation or other
unemployment insurance, (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely
to operating leases of personal property entered into in the ordinary course of business, (i) Liens in favor of customs and
revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods
in the ordinary course of business, (j) judgment liens in respect of judgments that do not constitute an Event of Default,
(k) non-exclusive licenses of intellectual property rights granted by such Credit Party in the ordinary course of business,
(l) with respect to real property, zoning restrictions, easements, rights of way, restrictions, reservations, declarations,
licenses, covenants, encroachments, and other minor defects or irregularities in title, in each case which do not and will not
interfere in any material respect with the ordinary conduct of the business of such Credit Party, (m) Liens on cash deposits
to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, insurance, leases,
government contracts, trade contracts, performance and return of money bonds, letters of credit and other similar obligations (exclusive
of obligations for the payment of borrowed money) entered into in the ordinary course of business, (n) security deposits to public
utilities or to any municipalities or Governmental Authority or other public authorities when required by such utility, municipality,
Governmental Authority or other public authority in connection with the supply of services or utilities, and (o) statutory or common
law rights of setoff of depository banks with respect to funds of Credit Parties at such banks to secure fees and charges in connection
with returned items or the standard fees and charges of such banks in connection with Deposit Accounts maintained by Credit Parties
at such banks (but not any other Debt or other obligations).






    	21



     


    

“Person”
means any natural person, corporation, joint venture, limited liability company, general partnership, limited partnership, limited
liability limited partnership, trust, land trust, unincorporated organization or Governmental Authority.


“Pledge
Agreement” means, collectively, each Pledge Agreement now or hereafter executed by any Credit Party or Guarantor in favor
of the Lender, pursuant to which such Credit Party or Guarantor pledges and grants to Lender, as security for such Credit Party’s
or Guarantor’s Obligations, a security interest in all or any portion of the Equity Interests owned by it, in form and substance
acceptable to Lender in its Permitted Discretion, as amended, restated, supplemented or otherwise modified from time to time.


“Proprietary
Rights” means collectively, all rights, priorities and privileges relating to intellectual property, whether arising
under United States, multinational, foreign laws or otherwise, including, without limitation, inventions, invention disclosures,
designs, blueprints, plans, specifications, licenses, permits, patents, patent rights, copyrights, works which are the subject
matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, trade
secrets, domain names, good will and all licenses and rights related to any of the foregoing, including, without limitation, all
royalties, license fees or other payments due under or in respect of any of the foregoing, all extensions, renewals, reissues,
divisions and continuations of any of the foregoing, and all rights to sue at law or in equity for past, present and future infringement,
misappropriation, violation or other impairment of any of the foregoing, including the right to receive all proceeds and damages
therefrom.


“Protective
Advances” has the meaning set forth in Section 2.4.


“Real Property”
means any estates or interests in real property now owned or hereafter acquired by any Credit Party or Guarantor and the improvements
thereto.


“Refinancing
Debt” means, with respect to any Debt of any Person, refinancings, renewals, or extensions thereof so long as (a) the
terms and conditions of such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Obligations
or materially impair such Person’s creditworthiness, (b) the terms of such refinancings, renewals and extensions are not
less favorable to the obligor thereon or to the Lender than the Debt so refinanced, renewed or extended (individually or in the
aggregate), (c) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Debt so
refinanced, renewed, or extended, (d) such refinancings, renewals, or extensions do not result in an increase in the interest rate
with respect to the Debt so refinanced, renewed, or extended, (e) such refinancings, renewals, or extensions do not result in a
shortening of the average weighted maturity of the Debt so refinanced, renewed, or extended, nor are they on terms or conditions
that, taken as a whole, are materially more burdensome or restrictive to such Person, (f) if the Debt that is refinanced, renewed,
or extended (or any Lien securing such Debt) was subordinated in right of payment or priority to the Obligations (or any Lien securing
any Obligations), then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and
conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Debt
and any Liens securing such Debt, and (g) the Debt that is refinanced, renewed, or extended is not recourse to any Person that
is liable on account of the Obligations other than that Person or those Persons which were obligated with respect to the Debt that
was refinanced, renewed, or extended.






    	22



     


    

“Reportable
Event” shall mean an event described in Section 4043(c) of ERISA with respect to an ERISA Benefit Plan that is subject
to Title IV of ERISA other than those events as to which the 30 day notice period is waived under 29 C.F.R. Sections 4043.22, .23,
..25, .27 or .28.


“Reporting
Date” means, with respect to any Schedule hereto, (i) initially, the Agreement Date and (ii) thereafter, the most recent
date as to which such Schedule was updated or required to be updated, as applicable, in accordance with the terms hereof.


“Responsible
Officer” means, for any Person, the chairman, chief executive officer, chief operating officer, chief financial officer,
or president of such Person and, in addition, with respect to a Borrowing Base Certificate or a Compliance Certificate, the treasurer
or controller of such Person or any other Person authorized by board resolution and approved by Lender in its Permitted Discretion.


“Revolving
Credit Limit” means $20,000,000.


“Revolving
Loans” has the meaning set forth in Section 2.1(a).


“Revolving
Note” has the meaning set forth in Section 2.1(a).


“Rolling
Stock” means all trucks, trailers, other motor vehicles that are used or capable of being used to transport Borrowers’
Inventory or Equipment or otherwise used by Borrowers in the ordinary course of business.


“Sanctioned
Country” means, at any time, a country or territory which is the subject or target of any Sanctions.


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC,
the U.S. Department of State, any other U.S. government entity, the United Nations Security Council or any similar list maintained
by Canada, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or
(c) any Person controlled by any Person described in clauses (a) or (b) of this definition.


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of
the Treasury or (b) the United Nations Security Council, the European Union of Her Majesty’s Treasury of the United Kingdom
or the relevant sanctions authority of Canada, and in each case, the regulations promulgated thereunder.


“Securities
Account” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein by reference.






    	23



     


    

“Securities
Intermediary” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein
by reference.


“Shareholder’s
Equity” means, as of any date, stockholder’s or member’s equity as determined in accordance with GAAP or,
in the case of a partnership, a partner’s partnership interest.


“Solvent”
means, when used with respect to any Person at any time of determination, that:


(a)       the
assets of such Person, at a fair valuation, are in excess of the total amount of its liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities); and


(b)       the
present fair saleable value of such Person’s assets is greater than the total amount of its existing debts (including contingent,
subordinated, unmatured and unliquidated liabilities) as such debts become absolute and matured; and


(c)       such
Person is then able and expects to be able to pay its debts (including contingent, subordinated, unmatured and unliquidated liabilities)
as they mature; and


(d)       such
Person has capital sufficient to carry on its business as conducted and as proposed to be conducted.


For purposes of determining whether
a Person is Solvent, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


“Star Procurement”
means Star Procurement, LLC, a Delaware limited liability company.


“Subordinated
Debt” means (a) Debt (whether secured or unsecured) that is subordinated to the Obligations pursuant to a Subordination
Agreement or (b) unsecured Debt that is subordinated in right of payment to the Obligations, on terms acceptable to Lender in its
Permitted Discretion, in each case that does not have a final maturity on or before the date that is six months after the Maturity
Date.


“Subordination
Agreement” means any subordination agreement among Lender, the applicable Credit Party and the applicable third party
creditor (including, without limitation, any Affiliate of such Credit Party), pursuant to which all obligations and indebtedness
now or hereafter owing by such Credit Party to such creditor are subordinated to the Obligations in right of payment and claim,
and all Liens securing such obligations and indebtedness are subordinated to Lender’s Liens in the Collateral, in form and
substance satisfactory to Lender in its Permitted Discretion.


“Subsidiary”
means, with respect to a Person, any other Person of which more than ten percent (10%) of the voting Equity Interests is owned
or controlled directly or indirectly by such Person or one or more of its Subsidiaries, or a combination thereof; provided that,
for the purposes of this definition, any Person that is required to be consolidated with a Credit Party or Guarantor in accordance
with GAAP will be considered to be a Subsidiary of such Credit Party or Guarantor.


“Supporting
Obligations” has the meaning prescribed for such term as defined by the UCC, which definition is incorporated herein
by reference and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles,
Instruments or Investment Property.






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“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority or taxing authority thereof or therein, including any interest, additions
to tax or penalties applicable thereto.


“Termination
Date” means the earlier of (a) the Maturity Date, (b) the day on which the obligations of Lender to make Loans hereunder
have been terminated pursuant to Section 12.1 or (c) the day on which the Obligations first become due and payable in full
(or, with the exception of contingent indemnity obligations for which no claim has been asserted, are paid in full) and the obligation
of Lender to make Loans hereunder are terminated.


“Termination
Event” shall mean (i) a Reportable Event with respect to any ERISA Benefit Plan; (ii) the existence with respect
to any ERISA Benefit Plan of a non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975
of the IRC); (iii) the withdrawal of any Credit Party or Guarantor or any ERISA Affiliate from an ERISA Benefit Plan or Multiemployer
Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA;
(iv) the providing of notice of intent to terminate an ERISA Benefit Plan in a distress termination described in Section 4041(c)
of ERISA; (v) the institution by the PBGC of proceedings to terminate an ERISA Benefit Plan or Multiemployer Plan; (vi) any event
or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any ERISA Benefit Plan or Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant
to Section 4041A of ERISA; or (vii) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of
any Credit Party or Guarantor or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization.


“Third
Party Payor” means any Governmental Payor, private insurers, managed care plans, and any other Person or entity which
presently or in the future sponsors or maintains a payment or reimbursement program.


“Trading
with the Enemy Act” shall mean the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) and any enabling legislation or executive order relating thereto.


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Floating LIBOR Rate or the Fixed LIBOR Rate.


“UCC”
means the Uniform Commercial Code in effect in the State of New York, as amended from time to time.


“U.S. Bank”
means U.S. Bank National Association, and its successors.


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the IRC.


Section 1.2.Types of Loans
and Borrowings. For purposes of this Agreement, Loans may be referred to by Type (e.g., a “Floating LIBOR Loan”,
a “Fixed LIBOR Borrowing”, etc.).






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Section 1.3.Interpretive
Provisions. Unless expressly provided otherwise, any term which is defined by the UCC, wherever used in this Agreement, shall
have the same meaning as is prescribed by the UCC. The meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms. The words “hereof,” “herein,” “hereunder” and similar words refer
to this Agreement as a whole and not to any particular provision of this Agreement. Unless the context indicates otherwise, references
to “Section,” “Subsection,” “clause” “Schedule” and “Exhibit” are references
to this Agreement. The term “documents” (if not capitalized as a defined term) includes any and all instruments, documents,
agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting
and means “including without limitation.” Unless the context requires otherwise, in the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and including,” the words
 “to” and “until” each mean “to but excluding” and the word “through” means “to
and including.” The term “discretion” when used in reference to a Person means, unless qualified by the word(s)
 “reasonable” or Permitted Discretion, the sole and absolute discretion of such Person, honestly determined by such
Person under the circumstances. Unless otherwise expressly provided herein, references to agreements (including this Agreement)
and other contractual documents shall be deemed to include all subsequent amendments, restatements and other modifications thereto,
and references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting the statute or regulation. The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this Agreement. This Agreement and the other Loan Documents
are the result of negotiations among the parties, have been reviewed by counsel to each party and are the products of all parties,
and in consideration thereof, it is agreed that they shall not be construed against either party solely because of such party’s
involvement in their preparation. Unless otherwise specified, any reference to time shall be deemed to mean Central Standard Time
or Central Daylight Time, as applicable, as in effect in Dallas County, Texas.


Section 1.4.Individual
Guarantor References. Effective upon the release of Individual Guarantor from his obligations under his Guaranty after the
satisfaction of the Conditions to Release (as such term is defined in such Guaranty), all references to Individual Guarantor appearing
in Sections 6.2(f) and 10.1 and in the definition of “Material Adverse Effect” set forth in Section
1.1 shall be deemed to be deleted automatically and without further action; provided, however, that upon the request of Borrower
Representative or Lender, the parties hereto shall execute and deliver an amendment to this Agreement to reflect such deletions.





ARTICLE
II

LOANS


Section 2.1.Loans.






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(a)       Revolving
Loans. Subject to the terms and provisions of this Agreement, Lender agrees to make advances to Borrowers from time to time
during the period from the date of this Agreement to the Termination Date in an amount not exceeding the Availability as of such
time of determination (such advances made by Lender pursuant to this Section 2.1(a) collectively, the “Revolving
Loans”); provided, that in no event shall the aggregate outstanding principal balance of the Revolving Loans plus
all LC Obligations exceed the Revolving Credit Limit. Borrower may borrow, repay and re-borrow Revolving Loans from time to time,
subject to the terms of this Agreement. Lender shall have the continuing right to establish and maintain any reserves for purposes
of calculating the Borrowing Base in such amounts and at such times and with respect to such matters and for such purposes as Lender
deems appropriate without prior notice to Borrowers, including reserves with respect to collection performance, slow moving or
obsolete Inventory, dilution of Accounts, contingencies, amounts a Borrower is or may be required to pay (such as taxes, freight
and shipping charges, duties, insurance premiums, amounts owing to licensors, landlords, warehousemen, carriers, mechanics, materialmen,
laborers or suppliers, or ad valorem, excise, sales, or other taxes) or any other matter in Lender’s discretion. Any such
reserves are solely for purposes of calculating the Borrowing Base and do not constitute or represent cash funds. No Revolving
Loans shall be evidenced by a note unless requested otherwise by Lender, in which case the Revolving Loans shall be evidenced by
a note executed by Borrowers in favor of Lender (as amended, supplemented, restated or otherwise modified, the “Revolving
Note”) in form and substance reasonably satisfactory to Lender.


(b)       Accounting
for Loans. Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the outstanding
Obligations of each Borrower to Lender, including without limitation the Obligations resulting from each Loan made by Lender to
each Borrower from time to time, and the amounts of principal and interest payable and paid to Lender from time to time in respect
of each Loan. The entries made in the electronic or written records maintained pursuant to this Section 2.1(b) shall be
prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the
failure of Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrowers
to repay their respective Obligations in accordance with the terms of this Agreement and the other Loan Documents.


Section 2.2.Request
for and Making of Revolving Loans.


(a)       Request
for Revolving Loans. Borrower Representative shall request each Revolving Loan, on behalf of all Borrowers, by delivering to
Lender a written Borrowing Notice, signed by a Responsible Officer of Borrower Representative, accompanied by a Borrowing Base
Certificate complying with Section 8.5 and reflecting sufficient Availability. Unless otherwise agreed by Lender, each
request for a Loan shall be irrevocable and, in order to be effective, must be received by Lender (i) in the case of a Fixed LIBOR
Loan, prior to 10:00 a.m., Dallas time, two (2) Business Days before the requested funding date or (b) in the case of a Floating
LIBOR Loan, prior to 10:00 a.m., Dallas time, on the requested funding date, specifying (i) the amount of the requested Loan, (ii)
the requested funding date, which shall be a Business Day, and (iii) whether the requested Loan will be a Floating LIBOR Loan or
a Fixed LIBOR Loan (and if no election is specified as to the Type of Loan, then the requested Loan shall be a Floating LIBOR Loan);
provided that all Loans made on the Agreement Date must be made as Floating LIBOR Loans but may be converted into Fixed
LIBOR Loans in accordance with Section 2.5. At the commencement of each Interest Period for any Fixed LIBOR Loan, such Loan shall
be in an aggregate amount that is an integral multiple of $250,000 and not less than $1,000,000. Floating LIBOR Loans may be in
any amount. Loans of more than one Type may be outstanding at the same time; provided that there shall not at any time be
more than a total of three (3) Fixed LIBOR Borrowings outstanding.


(b)       Making
of Loans. Lender shall make the amount of any requested borrowing available to Borrowers on the applicable funding date by
transferring immediately available funds equal to such amount to the Designated Account; provided, however, that
Lender shall not be required (nor have any obligation) to make any advance if (1) one or more of the applicable conditions precedent
set forth in Article VI will not be satisfied on the requested funding date for the applicable borrowing unless such condition
has been waived, or (2) the requested borrowing would exceed the Availability on such funding date or, after giving effect
thereto, cause the aggregate principal amount outstanding of the Revolving Loans plus all LC Obligations to exceed the
Revolving Credit Limit.






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(c)       Disbursement
of Proceeds; Borrower Representative. Unless otherwise requested by Borrower Representative and agreed by Lender, the proceeds
of each Loan, when funded, shall be disbursed by Lender to the Designated Account. Each Borrower shall have the full benefit of
and access to each Loan made hereunder. Each Borrower hereby designates and appoints Digirad Health to act as Borrower Representative
for and on behalf of it for purposes of requesting Loans, requesting Letters of Credit and for all other purposes hereunder and
under the other Loan Documents for which Borrower Representative acts from time to time. The agency relationship established pursuant
to this Section 2.2(c) is for administrative convenience only and such agency relationship shall not extend to any matter
outside the scope of the Loan Documents.


(d)       Joint
and Several Obligations. Each Borrower hereby agrees that the Obligations under this Agreement and the other Loan Documents
are joint and several obligations of each Borrower.


(e)       No
Fraudulent Conveyances. Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and
several nature of the Obligations and the Liens granted by Borrowers to secure the Obligations not constitute a “Fraudulent
Conveyance” (as defined below). Consequently, the Lender and Borrowers agree that if the Obligations of a Borrower, or any
Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent
Conveyance, the Obligations of such Borrower and the Liens securing such Obligations shall, to the fullest extent permitted by
Applicable Law, be valid and enforceable only to the maximum extent that would not cause such Obligations or such Liens to constitute
a Fraudulent Conveyance, and the Obligations of such Borrower and this Agreement shall automatically be deemed to have been amended
accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of
the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance
or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.


Section 2.3.Deemed
Request for Revolving Loans. Each Borrower irrevocably authorizes the Lender, at its election and without necessity for request
by any Borrower, to make a Revolving Loan to Borrowers in an amount equal to any amount due and owing by Borrowers pursuant to
the terms of this Agreement and the other Loan Documents, including, without limitation, payments of principal, interest, fees
and Lender Expenses, and to apply the proceeds thereof in payment of such Obligations. Any such Revolving Loans shall be secured
by the Collateral and shall be included in the Obligations.


Section 2.4.Protective
Advances. Upon the occurrence and during the continuance of a Default or an Event of Default, Lender may make from time to
time in its discretion (but without any obligation to do so), Revolving Loans to Borrowers which Lender deems necessary or appropriate
to preserve or protect the Collateral, or any portion thereof, or to enhance the likelihood of collection of any of the Obligations
(“Protective Advances”). All such Revolving Loans shall be secured by the Collateral and shall be included in
the Obligations.


Section 2.5.Interest
Elections.


(a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Notice. Thereafter, the Borrower Representative may elect to convert
such Borrowing to a different Type or to continue such Borrowing, all as provided in this Section. The Borrower Representative
may elect different options with respect to different portions of the affected Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing.


 






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(b) To make an election pursuant
to this Section, the Borrower shall notify the Lender of such election in writing (delivered by hand or email) by delivering an
Interest Election Notice signed by a Responsible Officer of the Borrower Representative, by the time that a Borrowing Notice would
be required under Section 2.2(a) if the Borrower were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such Interest Election Notice shall be irrevocable.


 


(c) Each Interest Election
Notice shall specify the following information in compliance with Section 2.2(a):


 


(i) the Borrowing
to which such Interest Election Notice applies and, if different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clause
(iii) below shall be specified for each resulting Borrowing);


 


(ii) the effective
date of the election made pursuant to such Interest Election Notice, which shall be a Business Day; and


 


(iii) whether
the resulting Borrowing is to be a Floating LIBOR Borrowing or a Fixed LIBOR Borrowing.


 


(d) If the Borrower Representative
fails to deliver a timely Interest Election Notice with respect to a Fixed LIBOR Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to a Floating LIBOR Borrowing. Notwithstanding any contrary provision hereof, if a Default or an Event of Default
has occurred and is continuing, then, so long as a Default or an Event of Default is continuing (i) no outstanding Borrowing may
be converted to or continued as a Fixed LIBOR Borrowing and (ii) unless repaid, each Fixed LIBOR Borrowing shall be converted to
a Floating LIBOR Borrowing at the end of the Interest Period applicable thereto.


 


Section 2.6.Letters
of Credit.


(a)       Requesting
Letters of Credit. Subject to the terms and conditions hereof, any Borrower may at any time prior to the Termination Date request
Lender to issue (or an Other LC Issuer, in Lender’s discretion, to issue), or to amend or extend (or request that an Other
LC Issuer amend or extend) the expiration date of, one or more Letters of Credit, so long as the following conditions are met (collectively,
the “LC Conditions”): (i) the amount of the requested Letter of Credit does not exceed Availability and
would not cause the aggregate amount of the LC Obligations, plus the aggregate outstanding principal balance of the Revolving
Loans, to exceed the Revolving Credit Limit; (ii) the amount of LC Obligations, after taking such Letter of Credit into account,
does not exceed the LC Sublimit; (iii) the expiration date of such Letter of Credit is not more than one year after such Letter
of Credit’s date of issuance and in no event later than the date that is 30 days prior to the Maturity Date; (iv) such
Letter of Credit is to be used for general corporate purposes of Borrowers and is not directly or indirectly used to assure payment
of or otherwise support any Debt of any Person or an employment contract; (v) the issuance of such Letter of Credit will be in
compliance with all applicable governmental restrictions, policies, and guidelines and will not subject Lender or LC Issuer to
any cost which is not reimbursable under Article III; (vi) the form and terms of such Letter of Credit are acceptable to
Lender and LC Issuer in their sole and absolute discretion and (vii) Lender shall have received such LC Support as Lender, in the
exercise of its sole discretion, shall have requested and (viii) all other conditions in this Agreement to the issuance of such
Letter of Credit have been satisfied.






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(b)       Application
of UCP or ISP. Each Letter of Credit shall provide for the payment of sight drafts, other written demands for payment or acceptances
of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described
therein. Each standby Letter of Credit and subsequent revision thereof shall be subject either to the Uniform Customs and Practice
for Documentary Credits (“UCP”) as most recently published by the International Chamber of Commerce or the International
Standby Practices (ISP98 International Chamber of Commerce Publication Number 590). Each commercial Letter of Credit and subsequent
revisions thereof shall be subject to the UCP.


(c)       Issuance.
Borrowers hereby acknowledge and agree that the issuance of any standby or commercial Letter of Credit by an Other LC Issuer is
subject to the approval of such Other LC Issuer in its sole discretion on a case-by-case basis and that, if such approval is denied,
(i) if such Letter of Credit is a standby Letter of Credit, such Letter of Credit will be issued by Lender (or an Affiliate thereof)
only to the extent the LC Conditions have been met and (ii) if such Letter of Credit is a commercial Letter of Credit, such Letter
of Credit will not be issued.


Section 2.7.Requesting
Letters of Credit. The applicable Borrower must make written application to the Lender for any Letter of Credit (or amendment
or extension of a Letter of Credit) by delivering to Lender an executed LC Application and such other documents and instruments
as are customarily required by LC Issuer for the issuance of a letter of credit of equivalent type and amount on or prior to 10:00
a.m. Dallas time at least three Business Days before the date which such Borrower desires for LC Issuer to issue such Letter of
Credit (or such shorter period as may be acceptable to LC Issuer). By making any such written application, such Borrower shall
be deemed to have represented and warranted to Lender and LC Issuer that the LC Conditions described in Section 2.6 will
be met as of the date of issuance of such Letter of Credit. Lender will either issue (in its capacity as LC Issuer) or will cause
the issuance by an Other LC Issuer of any such Letter of Credit that is a standby Letter of Credit on the third Business Day after
request by the applicable Borrower therefor (or such later date as requested in such request), so long as the LC Conditions for
such Letter of Credit have been met. If any such requested Letter of Credit is a commercial Letter of Credit, Lender will cause
the applicable Other LC Issuer to issue such Letter of Credit, so long as such Other LC Issuer has approved its issuance and the
LC Conditions for such Letter of Credit have been met, on the third Business Day after request by the applicable Borrower therefor
(or such later date as requested in such request or such earlier date as may be agreed to by the applicable LC Issuer). The applicable
Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the
event of any claim of noncompliance with a Borrower’s instructions or other irregularity, such Borrower will immediately
notify Lender. Borrowers hereby authorize and direct the LC Issuer to name the Borrower that requested any Letter of Credit as
the “applicant” or “account party” of such Letter of Credit. If Lender is not the LC Issuer of any Letter
of Credit, Borrowers hereby authorize and direct the Other LC Issuer to deliver to Lender all instruments, documents, and other
writings and property received by the Other LC Issuer pursuant to such Letter of Credit and to accept and rely upon Lender’s
instructions and agreements with respect to all matters arising in connection with such Letter of Credit, the application therefor,
or any acceptance therefor.






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Section 2.8.Reimbursement.
In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Lender will promptly
notify Borrower Representative. Borrowers jointly and severally promise to pay to Lender, on demand and for the benefit of LC Issuer,
the full amount of each Matured LC Obligation and, in the absence of such payment, the amount of such Matured LC Obligation (or
any portion thereof which has not been paid by Borrowers) shall immediately and automatically be deemed to be a Revolving Loan
advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 2.2(b) or Article
VI) and shall bear interest at the then applicable rate to Revolving Loans. The obligation of Borrowers to reimburse the LC
Issuer for each Matured LC Obligation shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement (including any LC Application) under all circumstances, including the following: (i) any lack
of validity or enforceability of such Letter of Credit or any other agreement or instrument relating thereto; (ii) the existence
of any claim, counterclaim, set-off, defense or other right that Borrowers may have at any time against any beneficiary or any
such transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Lender,
LC Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter
of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or
other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect; (iv) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under such Letter of Credit; (v) any payment by LC Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or (vi) any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Without limiting the generality of
the foregoing, it is expressly agreed that the absolute and unconditional nature of Borrowers’ obligations under this Section
2.8 to reimburse the LC Issuer for each drawing under a Letter of Credit will not be excused by the gross negligence or willful
misconduct of the LC Issuer. However, the foregoing shall not be construed to excuse LC Issuer from liability to Borrowers to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrowers to
the extent permitted by Applicable Law) suffered by Borrowers that are caused by the LC Issuer’s gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof. All LC Payment Amounts received by Lender
shall be paid to the applicable Other LC Issuer in accordance with the terms of this Section 2.8. The Lender shall indemnify
the Borrowers for all LC Payment Amounts that it receives in immediately available funds from Borrowers that are not paid to the
applicable Other LC Issuer in accordance with the terms hereof.






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Section 2.9.No
Duty to Inquire.


(a)       Release
and Indemnity. LC Issuer is authorized and instructed to accept and pay drafts and demands for payment under any Letter of
Credit without requiring, and without responsibility for, any determination as to the existence of any event giving rise to said
draft, either at the time of acceptance or payment or thereafter. LC Issuer is under no duty to determine the proper identity of
anyone presenting such a draft or making such a demand as the officer, representative or agent of any beneficiary under any Letter
of Credit, and payment by LC Issuer to any such beneficiary when requested by any such purported officer, representative or agent
is hereby authorized and approved. To the fullest extent permitted by Applicable Law, each Borrower releases each Indemnified Person
from, and agrees to hold each Indemnified Person harmless from and indemnified against, any Indemnified Claims in connection with
or arising out of the issuance, acceptance or payment of any Letter of Credit, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY
SUCH INDEMNIFIED CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND
BY ANY INDEMNIFIED PERSON; provided however, that that no Indemnified Person shall be entitled to indemnification for
that portion, if any, of any claim, demand, action, cause of action, judgment, obligation, liability, loss, damage, penalty, fine,
cost, fee, expense, or disbursement which is proximately caused by its own individual gross negligence or willful misconduct, as
determined by a court of competent jurisdiction in a final non-appealable judgment.






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(b)       Binding
Effect. If the maturity of any Letter of Credit is extended by its terms or by Applicable Law or governmental action, if any
extension of the maturity or time for presentation of drafts or any other modification of the terms of any Letter of Credit is
made at the request of Borrower Representative, or if the amount of any Letter of Credit is increased at the request of Borrower
Representative, this Agreement shall be binding upon each Borrower with respect to such Letter of Credit as so extended, increased
or otherwise modified, with respect to drafts and property covered thereby, and with respect to any action taken by LC Issuer,
Lender or their correspondents, in accordance with such extension, increase or other modification.


(c)       Transfers.
If any Letter of Credit provides that it is transferable, LC Issuer shall have no duty to determine the proper identity of anyone
appearing as transferee of such Letter of Credit, nor shall LC Issuer be charged with responsibility of any nature or character
for the validity or correctness of any transfer or successive transfers, and payment by LC Issuer to any purported transferee or
transferees as determined by LC Issuer is hereby authorized and approved, and, to the fullest extent permitted by Applicable Law,
each Borrower releases each Indemnified Person from, and agrees to hold each Indemnified Person harmless from and indemnified against,
any Indemnified Claim in connection with or arising out of the foregoing, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH
INDEMNIFIED CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY
INDEMNIFIED PERSON; provided however, that no Indemnified Person shall be entitled to indemnification for that portion,
if any, of any claim, demand, action, cause of action, judgment, obligation, liability, loss, damage, penalty, fine, cost, fee,
expense, or disbursement which is proximately caused by its own individual gross negligence or willful misconduct, as determined
by a court of competent jurisdiction in a final non-appealable judgment.


Section 2.10.LC
Collateral.


(a)       Cash
Collateral. If, after the making of all mandatory prepayments required under Section 4.2 and reimbursement of the
LC Issuer by Lender pursuant to Section 2.8, the outstanding LC Obligations plus the outstanding Revolving Loans
would exceed the lesser of (i) the Borrowing Base or (ii) the Revolving Credit Limit, Borrowers will immediately pay to Lender
an amount equal to such excess. Lender will hold such amounts as security for the remaining LC Obligations and other Obligations
(all such amounts, all amounts delivered to Lender pursuant to the next sentence of this Section 2.10(a), and all Cash Collateral
delivered to Lender as LC Support pursuant to Section 2.5(a) being herein collectively called “LC Collateral”).
LC Collateral may be applied from time to time to any Matured LC Obligations or other Obligations which are due and payable. If
the Obligations or any part thereof become immediately due and payable pursuant to Section 11.1, then all LC Obligations
shall become immediately due and payable without regard to whether or not actual drawings or payments on the Letters of Credit
have occurred, and, to the extent not already previously delivered as LC Support pursuant to Section 2.5(a), Borrowers shall
be obligated to pay to Lender, on behalf of LC Issuer and the Lender, immediately an amount equal to one-hundred and ten percent
(110%) of the aggregate LC Obligations which are then outstanding to Cash Collateralize the LC Obligations, which amount shall
be held by Lender in a Cash Collateral Account as LC Collateral securing the remaining LC Obligations and the other Obligations,
and such LC Collateral may be applied from time to time to any Matured LC Obligations or any other Obligations which are due and
payable. This Section 2.10(a) shall not limit or impair any rights which Lender or LC Issuer may have under any other document
or agreement relating to any Letter of Credit, LC Collateral or LC Obligation, including any LC Application or any rights which
LC Issuer or Lender may have to otherwise apply any payments by Borrower and any LC Collateral hereunder.






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(b)       Investment
of LC Collateral. Pending application thereof, LC Collateral may be invested by Lender in such investments as Lender may choose
in its Permitted Discretion. All interest on (and other proceeds of) such investments shall be reinvested or applied to Matured
LC Obligations or other Obligations which are due and payable. When all Obligations have been satisfied in full, including all
LC Obligations, all Letters of Credit have expired or been terminated, and all of Borrower’s reimbursement obligations in
connection therewith have been satisfied in full, Lender shall release any remaining LC Collateral to Borrower Representative.
Borrowers hereby assign and grant to Lender a continuing security interest in all LC Collateral paid by them to Lender, all investments
purchased with such LC Collateral, and all proceeds thereof to secure the Matured LC Obligations and the Obligations under this
Agreement and the other Loan Documents, and Borrowers agree that such LC Collateral, investments and proceeds shall be subject
to all of the terms and conditions of the Loan Documents. Borrowers further agree that Lender shall have all of the rights and
remedies of a secured party under the UCC with respect to such security interest and that an Event of Default under this Agreement
shall constitute a default for purposes of such security interest.


(c)       When
Borrowers are required to provide LC Collateral for any reason and fail to do so on the day when required, Lender may, without
prior notice to any Borrower or Guarantor, provide such LC Collateral (whether by application of proceeds of other Collateral or
otherwise) using any available funds of Borrowers or any other Person also liable to make such payments. Any such amounts which
are required to be provided as LC Collateral and which are not provided on the date required shall, for purposes of each Loan Document,
be considered past due Obligations owing hereunder, and Lender is hereby authorized to exercise its respective rights hereunder
and under the other Loan Documents to obtain such amounts.


Section 2.11.Third
Party Beneficiary. The parties hereto hereby agree that regardless of whether any Other LC Issuer is a signatory to this Agreement,
the terms and provisions of this Agreement relating to the LC Issuer and any Letters of Credit issued by such Other LC Issuer (and
any security therefor) are and shall be for the benefit of such Other LC Issuer as a third party beneficiary hereof.


Section 2.12.Cross
Guaranty.


(a)       Guaranty.
Each Borrower (each referred to in this Section individually as a “Co-Borrower” and collectively, as the “Co-Borrowers”)
hereby agrees that it is liable for, and hereby irrevocably, absolutely and unconditionally guarantees to Lender the full and prompt
payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations and other amounts owed or
hereafter owing to the Lender under this Agreement and the other Loan Documents by the other Co-Borrowers. Each Co-Borrower agrees
that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations
under this Section shall not be discharged until indefeasible payment and performance, in full, of the Obligations and other amounts
owed or hereafter owing under this Agreement has occurred, and that its obligations under this Section shall be absolute and unconditional,
irrespective of, and unaffected by:


(i)       the
genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document;






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(ii)       the
absence of any action to enforce this Agreement (including this Section) or any other Loan Document or the waiver or consent by
Lender with respect to any of the provisions hereof or thereof;


(iii)       the
existence, value or condition of, or failure to perfect its security interest in or lien against, any security for the Obligations
or any action, or the absence of any action, by Lender in respect thereof (including the release of any such security);


(iv)       the
insolvency of any Co-Borrower; or


(v)       any
other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.


Each Co-Borrower shall be regarded,
and shall be in the same position, as principal debtor with respect to the Obligations and other amounts guaranteed hereunder.


(b)       Waivers.
Each Co-Borrower expressly waives, to the fullest extent permitted by Applicable Law, all rights it may have now or in the future
under any statute, or at common law, or at law or in equity, or otherwise, to subrogation, to compel Lender to marshal assets or
to proceed in respect of the Obligations and other amounts guaranteed hereunder against any other Co-Borrower, any other party
or against any security for the payment and performance of the Obligations and other amounts before proceeding against, or as a
condition to proceeding against, such Co-Borrower.


(c)       Benefit
of Guaranty. Each Co-Borrower agrees that the provisions of this Section are for the benefit of Lender and its successors,
transferees, endorsees and assigns.


(d)       Election
of Remedies. If Lender, under Applicable Law, proceeds to realize its benefits under any of the Loan Documents giving Lender
a security interest in or lien upon any Collateral, whether owned by any Co-Borrower or by Guarantor, either by judicial foreclosure
or by non judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue
without affecting any of the rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lender
shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Co-Borrower or Guarantor,
whether because of any applicable laws pertaining to “election of remedies” or the like, each Co-Borrower hereby consents
to such action by Lender and waives any defense to the Lender’s enforcement of remedies based upon such action, to the fullest
extent permitted by Applicable Law. Any election of remedies that results in the denial or impairment of the right of Lender to
seek a deficiency judgment against any Co-Borrower shall not impair any other Co-Borrower’s obligation to pay the full amount
of the Obligations and other amounts owed or hereafter owing under this Agreement.


(e)       Liability
Cumulative. The liability of Co-Borrowers under this Section is in addition to and shall be cumulative with all liabilities
of each Co-Borrower to Lender under this Agreement and other Loan Documents to which such Co-Borrower is a party or in respect
of any Obligations or obligation of the other Co-Borrowers, without any limitation as to amount, unless the instrument or agreement
evidencing or creating such other liability specifically provides to the contrary.


(f)       Limitation
of Liability. Notwithstanding anything in this Section to the contrary, the liability of each Co-Borrower as a guarantor hereunder
shall, to the fullest extent permitted by Applicable Law, be limited to the maximum amount of liability that can be incurred without
rendering such Person’s guaranty hereunder voidable under Applicable Law relating to fraudulent transfer or fraudulent conveyance,
and not for any greater amount.






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ARTICLE
III

INTEREST, FEES, REIMBURSEMENTS


Section 3.1.Interest.


(a)       Except
as otherwise provided herein, all outstanding Loans shall bear interest at a per annum rate equal to the lesser of (1) the
Applicable Rate for such Loan and (2) the Maximum Rate.


(b)       At
any time when any Default or Event of Default has occurred and is continuing, effective as of the date on which such Default or
Event of Default occurred and continuing for so long as any such Default or Event of Default is continuing, all Obligations shall
bear interest at a rate per annum equal to the Default Rate applicable thereto.


(c)       Subject
to Section 3.7, interest shall be computed on the basis of a year of 360 days and actual days elapsed (which results in
more interest being paid than if computed on the basis of a 365 day year).


Section 3.2.Fees.
Subject to the terms of this Agreement:


(a)       Commitment
Fee. In consideration of Lender’s commitment hereunder to make Revolving Loans, Borrowers agree to pay to the Lender
a commitment fee, which amount shall be payable on the Agreement Date, in an amount equal to one-half of one percent (0.50%) multiplied
by the Revolving Credit Limit.


(b)       Unused
Line Fee. Borrowers agree to pay to Lender an unused line fee determined on a daily basis, payable on the first day of each
month, in an amount equal to one-quarter of one percent (0.25%) per annum multiplied by the amount by which the Revolving
Credit Limit exceeded the sum of the average daily outstanding amount of Revolving Loans and outstanding Letters of Credit during
the immediately preceding calendar month, or shorter period if calculated on the Termination Date (prorated for a partial calendar
month). Such fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. All payments on the Revolving
Loans received by Lender shall be deemed to be credited to the Revolving Loans immediately upon receipt for purposes of calculating
the amount payable pursuant to this Section 3.2(b).


(c)       Letter
of Credit Fees.


(i)       In
consideration of Lender’s commitment to issue Letters of Credit, Borrowers will pay to Lender a letter of credit fronting
fee, determined on a daily basis, in an amount equal to the Adjusted Floating LIBOR Rate for Revolving Loans multiplied by
the Maximum Drawing Amount for all outstanding Letters of Credit issued by Lender. Such letter of credit fee shall be due and payable
monthly in arrears on the first day of each month and on the Termination Date (and shall be prorated for any partial calendar month).


(ii)       With
respect to each Letter of Credit issued by an Other LC Issuer, Borrowers will pay to Lender, for the account of such Other LC Issuer,
all customary fees and expenses of such Other LC Issuer for and relating to the issuance, amendment and drawing of each such Letter
of Credit. For the avoidance of doubt, this paragraph is subject to the provisions of Section 2.8.






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(d)       Collateral
Monitoring Fee. Borrowers shall pay to Lender a monthly collateral monitoring fee in the amount of $1,500.00 for each calendar
month, or portion thereof, during the term of this Agreement. The collateral monitoring fee for each calendar month shall be due
and payable in arrears on the first day of each calendar month and on the Termination Date, and shall be prorated for any partial
calendar month.


Section 3.3.Increased
Costs.


(a)       Increased
Costs. If any Change in Law shall (i) subject Lender to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described
in clause (b) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on any Loan, Loan principal, Letters of Credit,
the Commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose
or modify any reserve, special deposit, compulsory loan, insurance charge, assessment or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by, Lender (except any reserve requirement reflected
in the Applicable Rate) or (iii) impose on Lender any condition, cost or expense (other than Taxes) affecting this Agreement,
any Letter of Credit or any extensions of credit or commitments hereunder, and the result of any of the foregoing is to increase
the cost to Lender of making, converting to, continuing or maintaining any Loans (or of maintaining its obligation to make any
Loan), to increase the cost to Lender of issuing or maintaining any Letter of Credit or to reduce any amount received or receivable
by Lender under this Agreement (whether of principal, interest or any other amount), then upon written demand by Lender (which
demand shall be delivered to Borrower Representative and accompanied by a statement setting forth the basis for such demand and
calculation of the amount thereof in reasonable detail), Borrowers shall promptly pay to Lender such amount or amounts as will
compensate Lender for such additional costs incurred or reduction suffered.


(b)       Capital
Requirements. If Lender determines that any Change in Law affecting Lender, any lending office of Lender or Lender’s
holding company regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on Lender’s
capital or on the capital of Lender’s holding company as a consequence of this Agreement, the Commitment of, the Loans made
by, or the Letters of Credit issued by Lender, to a level below that which Lender or Lender’s holding company could have
achieved but for such Change in Law (taking into consideration Lender’s policies and the policies of Lender’s holding
company with respect to capital adequacy), then from time to time the Borrowers will pay to Lender such additional amount or amounts
as will compensate Lender or Lender’s holding company for any such reduction suffered.


(c)       Certificates
for Reimbursement. Demand of Lender setting forth the amount or amounts necessary to compensate Lender or its holding company,
as the case may be, as specified in clauses (a) or (b) of this Section and delivered to the Borrower Representative shall be conclusive
absent manifest error. The Borrowers shall pay Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.


(d)       Delay
in Requests. Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a
waiver of Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate
Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date
that Lender notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions, and of
Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive
effect thereof).






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Section 3.4.Illegality.
Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for Lender or its applicable lending
office to make, maintain or fund Loans hereunder, then Lender shall promptly notify Borrower Representative thereof and Lender’s
obligation to make Loans shall be suspended until such time as Lender may again make, maintain and fund Loans.


Section 3.5.Break
Funding Payments. In the event of (a) the payment of any principal of any Fixed LIBOR Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment under Sections
4.2, 4.3, 4.4 or 4.5), (b) the conversion of any Fixed LIBOR Loan other than on the last day of the Interest Period applicable
thereto, or (c) the failure to borrow, convert, continue or prepay any Fixed LIBOR Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked), then, in any such event, the Borrower shall compensate the
Lender for the loss, cost and expense attributable to such event. In the case of a Fixed LIBOR Loan, such loss, cost or expense
to the Lender shall be deemed to the greater of $2,500 or an amount determined by the Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Fixed LIBOR Loan had such event not occurred, at the
Adjusted Fixed LIBOR Rate that would have been applicable to such Fixed LIBOR Loan, for the period from the date of such event
to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for
the period that would have been the Interest Period for such Fixed LIBOR Loan), over (ii) the amount of interest which would accrue
on such principal amount for such period at the interest rate which the Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of
the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay the Lender the amount shown
as due on any such certificate within ten (10) days after receipt thereof


Section 3.6.Taxes.


(a)       Indemnified
Taxes. Any and all payments by or on account of any obligation of any Credit Party or Guarantor under any Loan Document shall
be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, except as required
by Applicable Law (which, for purposes of this Section 3.6, includes FATCA). If any Applicable Law requires the deduction
or withholding of any Indemnified Tax from any payment by any Credit Party or Guarantor, then Credit Parties and Guarantor agree:
(i) to timely pay the full amount of such Indemnified Taxes to the relevant Governmental Authority in accordance with Applicable
Law and (ii) that the sum payable by Credit Parties and Guarantor shall be increased as necessary so that after such deduction
or withholding has been made (including deductions and withholdings applicable to additional sums payable under this Section 3.6(a)),
the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Without
duplication of any other obligation set forth in this Section 3.6 or in Section 3.3, the Credit Parties and Guarantor
shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Lender timely
reimburse it for the payment of, any Other Taxes. As soon as practicable after any payment of Taxes by any Credit Party or Guarantor
to a Governmental Authority pursuant to this Section 3.6, such Credit Party or Guarantor shall deliver to the Lender
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.






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(b)       Indemnification
by Credit Parties. Each Credit Party and Guarantor hereby agrees to indemnify, to the fullest extent permitted by Applicable
Law, the Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.6) payable or paid by Lender or required
to be withheld or deducted from a payment to Lender and any reasonable expenses arising therefrom or with respect thereto (including,
without limitation, reasonable attorneys’ fees incurred in connection therewith), whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower Representative by the Lender shall be conclusive absent manifest error.


(c)       Refunds.
If Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes that
were paid by any Credit Party or Guarantor pursuant to this Section 3.6, so long as no Event of Default has occurred
and is continuing, it shall pay an amount equal to such refund (but only to the extent of indemnity payments made under this Section
3.6 with respect to the Indemnified Taxes giving rise to such refund) to such Credit Party or Guarantor, net of all out-of-pocket
expenses (including Taxes) of Lender and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that Credit Parties and Guarantor, upon request of Lender, agree to repay the amount
paid to such Credit Party or Guarantor (plus any penalties, interest or other charges imposed by the applicable Governmental
Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence
of Lender hereunder) to Lender in the event Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this Section 3.6(d), in no event will Lender be required to pay any amount to any Credit Party
or Guarantor pursuant to this Section 3.6(d) if such payment would place Lender in a less favorable net after-Tax position
than Lender would have been in if the Indemnified Tax giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be
construed to require Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential)
to the Credit Parties, Guarantor or any other Person.


(d)       Survival
of Obligations. Each party’s obligations under this Section 3.6 shall survive the assignment of rights by the
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations under any Loan Document.


Section 3.7.Maximum
Interest; Controlling Limitation.


(a)       Maximum
Interest. If the rate of interest on the Obligations, absent the limitations set forth in this Section 3.7, would
at any time exceed the Maximum Rate, then the actual rate of interest shall be the Maximum Rate, and, if in the future, the interest
rate would otherwise be less than the Maximum Rate, then the interest rate shall remain at the Maximum Rate until such time as
the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited
by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under
the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.7, have been
paid or accrued if the interest rate otherwise provided by this Agreement had at all times been in effect, then Borrowers shall,
to the fullest extent permitted by Applicable Law, pay to Lender an amount equal to (a) the lesser of (i) the amount
of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect and (ii) the amount
of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been
in effect, less (b) the amount of interest actually paid or accrued under this Agreement.






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(b)       Controlling
Limitation. Lender, each Borrower and Guarantor hereby acknowledge, agree, and declare that it is its intention to expressly
comply with all Applicable Laws in respect of limitations on the amount or rate of interest that can legally be contracted for,
charged or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan
Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency
or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation
which constitutes interest under any Applicable Law) under the Loan Documents paid by Borrowers or Guarantor, received by Lender,
agreed to be paid by Borrowers or Guarantor, or requested or demanded to be paid by Lender exceed the Maximum Rate, and all provisions
of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention
of money shall be limited as provided by this Section 3.7. In the event any such interest is paid to Lender by Borrowers
or Guarantor in an amount or at a rate which would exceed the Maximum Rate, then, notwithstanding any entry on Lender’s books
otherwise, such excess shall conclusively be deemed to be automatically applied to any unpaid amount of the Obligations other than
interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be refunded
to Borrowers or Guarantor. All interest paid, or agreed to be paid, by Borrowers or Guarantor, or taken, reserved, or received
by Lender shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement.
Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto,
the Lender shall not be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with
all other interest under the Loan Documents, would result in a rate of interest under the Loan Documents in excess of the Maximum
Rate and, in the event the Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of Borrowers
or Guarantor that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate,
such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations other than
interest and, if the principal balance thereof is paid in full, any remaining excess shall forthwith be refunded to the Borrowers
or Guarantor. Each Borrower, Guarantor and the Lender shall, to the maximum extent permitted under any Applicable Law, (i) characterize
any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for
a third-party expense rather than as interest and (ii) exclude prepayments, acceleration, and the effect thereof. Nothing
in any Loan Document shall be construed or so operate as to require or obligate Borrowers or Guarantor to pay any interest, fees,
costs, or charges greater than is permitted by any Applicable Law. Subject to the foregoing, each Borrower and Guarantor hereby
agrees that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed
to by Borrowers and Guarantor pursuant to and in accordance with the Loan Documents which may be deemed to be interest under any
Applicable Law, shall be deemed to be a rate which is agreed to and stipulated by Borrowers, Guarantor and the Lender in accordance
with Applicable Law.


ARTICLE
IV

payment


Section 4.1.Interest.
Accrued interest on the Loans shall be due and payable in arrears on each Interest Payment Date.






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Section 4.2.Prepayment;
Mandatory Payment of Deficiencies. Borrowers may prepay
Loans at any time, subject to payment of any break funding expenses under Section 3.5. Borrowers promise to pay to Lender
on demand, the amount, if any, at any time, by which the sum of (1) the unpaid principal balance of the Revolving Loans plus
(2) the existing LC Obligations exceeds the lesser of the Borrowing Base or the Revolving Credit Limit at such time.


Section 4.3.Mandatory
Payments; Payment on the Termination Date.


(a)       On
the Termination Date:


(i)       Borrowers
shall pay to Lender in full the outstanding principal balance, if any, of the Revolving Loans plus all unpaid accrued interest
thereon;


(ii)       If
the Termination Date is prior to the third anniversary of the Agreement Date, Borrowers shall pay to Lender the amount required
by Section 4.5; and


(iii)       Borrowers
shall pay to Lender all unpaid Lender Expenses and all other Obligations payable under the Loan Documents.


Section 4.4.Mandatory
Prepayment in Respect of Certain Events. All proceeds or other cash payments received by any Borrower in respect of a Distribution
to such Borrower (other than Distributions to such Borrower made by another Borrower or Guarantor) or in respect of the sale, lease
or other disposition by any Borrower of any asset resulting in net proceeds to such Borrower of greater than $100,000 (other than
the sale of Inventory in the ordinary course of business or the sale of Equipment permitted under Section 9.8(c)(ii)), shall
be promptly paid to Lender for application to the Obligations in accordance with Section 4.7 (unless, with respect
to any sale of Equipment, such proceeds are reinvested in replacement Equipment).


Section 4.5.Early
Termination; Prepayment Penalty. Each Borrower may at any time prepay in full the Obligations and terminate the commitment
of Lender to make Loans hereunder. Each Borrower acknowledges that occurrence of the Termination Date and prepayment of all outstanding
Obligations prior to the third anniversary of the Agreement Date would result in the loss by Lender of benefits under this Agreement
and that the damages incurred by Lender as a result thereof would be difficult and impractical to ascertain. Subject to the terms
of this Agreement, if for any reason the Termination Date occurs on any date prior to the third anniversary of the Agreement Date,
Borrowers shall pay to Lender, in addition to all other amounts payable under the Loan Documents, a prepayment penalty, calculated
as of the Termination Date, equal to the product of (a) the Revolving Credit Limit times (b) the following percentage,
as applicable: (i) if the Termination Date is on any day during the period from the Agreement Date through the day preceding the
date that is the first anniversary of the Agreement Date, three percent (3.0%), (ii) if the Termination Date is on any day
during the period from and including the date that is the first anniversary of the Agreement Date through the day preceding the
date that is the second anniversary of the Agreement Date, two percent (2.0%) or (iii) if the Termination Date is on any day during
the period from and including the date that is the second anniversary of the Agreement Date through the day preceding the date
that is the third anniversary of the Agreement Date, one percent (1.0%), which amount Borrower and Lender each acknowledges to
be the best estimate of the amount necessary to fairly and reasonably compensate Lender for its loss resulting from occurrence
of the Termination Date and prepayment of all outstanding Loans prior to the third anniversary of the Agreement Date.






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Section 4.6.General
Payment Provisions. All payments to be made by Borrowers under the Loan Documents shall be made without set-off, recoupment,
or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made in Dollars and in immediately
available funds to Lender at its address set forth in Section 13.6 or to the Lender Account no later than 2:00 p.m.
on the date specified herein. Any payment received by Lender later than 2:00 p.m. shall be deemed to have been received on the
following Business Day and any applicable interest or fee shall continue to accrue. Whenever any payment is due on a day other
than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be
included in the computation of interest or fees, as the case may be.


Section 4.7.Application.
All payments not relating to amounts due on Loans (including interest) or specific fees, and all proceeds of Accounts or other
Collateral received and applied by Lender during any time when no Event of Default has occurred and is continuing, shall be applied
first, to pay to Lender any Lender Expenses then due; second, to interest due and payable on the Revolving Loans;
third, to any unreimbursed Matured LC Obligations; fourth, to principal of the Floating LIBOR Loans; fifth,
to principal of the Fixed LIBOR Loans in direct order of Interest Period maturities (applied first to those soonest to mature);
sixth, to the payment of any other outstanding Obligations then due and payable, in such manner and order as Lender determines
in its discretion; and seventh, to the Borrowers by deposit in the Designated Account. At any time that an Event of Default
has occurred and is continuing, all payments and collections received by Lender and all proceeds of Collateral, shall be applied,
first, to pay to Lender any Lender Expenses then due; second, to interest due and payable in respect of the remaining
Obligations; third, to pay or prepay principal of the Loans, in such manner and order as Lender determines in its discretion;
and fourth to the payment of any other Obligations, in such manner and order as Lender determines in its discretion. Lender
shall have the continuing right, to the fullest extent permitted by Applicable Law, to apply and reverse and reapply any application,
subject to the terms of this Agreement.


Section 4.8.Reinstatement.
If after receipt and application of any payment or proceeds any such application is invalidated, set aside, determined to be void
or voidable for any reason, then the Obligations or part thereof intended to be satisfied by such application shall be revived
and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by Lender and
the Borrowers shall be liable to pay to Lender and each Borrower hereby does indemnify Lender and defend and hold Lender harmless
in, an amount equal to the amount of such application. The provisions of this Section 4.8 shall survive the termination
of this Agreement.


Section 4.9.Account
Stated. Lender will provide to Borrower Representative a monthly statement of all Loans, payments thereon, and other transactions
pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on Borrowers and an account stated, subject
to reversals and reapplications made as provided in Section 4.8 and corrections of errors discovered by Lender, unless Borrower
Representative notifies Lender in writing to the contrary within thirty (30) days after such statement is rendered. In the event
a timely written notice of objections is given by Borrower Representative, only the items to which exception is expressly made
will be considered to be disputed.






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ARTICLE
V

COLLATERAL


Section 5.1.Security
Interest. Each Credit Party and Guarantor hereby pledges, assigns to and grants to Lender, as security for the payment and
performance of such Credit Party’s and Guarantor’s Obligations, a continuing security interest, lien and collateral
assignment in all of such Credit Party’s and Guarantor’s right, title and interest in and to all of the following,
respectively, in each case both now owned and hereafter acquired by such Credit Party or Guarantor: all Accounts, Inventory, Equipment,
Rolling Stock, other goods, Machinery, fixtures, General Intangibles, Payment Intangibles, Chattel Paper, Letter of Credit Rights,
Supporting Obligations, Proprietary Rights, Instruments, promissory notes, Documents and documents of title, Investment Property,
Deposit Accounts, Securities Accounts, Commercial Tort Claims, money, cash, cash equivalents, securities and other personal property
of any kind (whether held directly or indirectly by such Credit Party or Guarantor), all books and records, whether in tangible
or intangible form, all other assets, if any, and all accessions to, substitutions for and replacements, products and proceeds
(including all “proceeds” as defined in Section 9.102 of the UCC and, including all dividends, distributions and other
income from such Credit Party’s or Guarantor’s Collateral, collections thereon or distributions with respect thereto)
of any of the foregoing. Lender’s Liens shall continue in full force and effect in all Collateral until all Obligations (other
than contingent indemnification obligations) have been indefeasibly and fully paid and all commitments of the Lender under this
Agreement have been terminated. Notwithstanding anything to the contrary, in no event shall the Collateral include, or the security
interest in this Section 5.1 attach to, any property or assets that constitute Excluded Property, but only for so long as
such property or assets constitute Excluded Property.


Section 5.2.Perfection
and Protection of Lender’s Security Interest. Lender’s Liens at all times shall be and remain first, prior and
senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s
Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties
and Guarantor shall take all action reasonably requested by Lender at any time to perfect, maintain, protect and enforce Lender’s
Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests in the Collateral,
except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition
thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties and Guarantor will deliver
to Lender the originals of all Instruments, Documents and Chattel Paper, duly endorsed or assigned to Lender without restriction,
and all certificates of title covering any portion of the Collateral for which certificates of title have been issued, together
with executed applications for corrected certificates of title, notation of Lender’s Lien and other such documentation and
related information as may be requested by Lender. If at any time any Collateral or any books and records relating to Borrowers’
Accounts, Inventory, Equipment, or Rolling Stock are located on any leased premises not owned by a Borrower or Guarantor, then,
at Lender’s request, the Borrower Representative or applicable Borrower or Guarantor shall use commercially reasonable efforts
to obtain a Collateral Access Agreement from the record owner thereof for such leased premises. If any Collateral is at any time
in the possession or control of any warehouseman, bailee, processor or any other Person other than a Borrower or Guarantor, then
Borrower Representative shall notify Lender thereof and, at Lender’s request, shall use commercially reasonable efforts
to obtain a Collateral Access Agreement from such Person. For the avoidance of doubt, the parties hereto understand and agree
that, without a Collateral Access Agreement (or to the extent acceptable to Lender with respect to any leased location, Lender
has established rent reserves in such amount as Lender may require in its discretion), (a) Accounts and Inventory of the Borrowers
will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory,
and (b) Equipment and Rolling Stock of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with
the definitions of Eligible Equipment and Eligible Rolling Stock (except when such Equipment or Rolling Stock is held out for
lease or subject to a bona fide lease or service agreement acceptable to Lender and not otherwise required by Lender to be subject
to a Collateral Access Agreement). If at any time any of Credit Parties’ or Guarantor’s Equipment that is necessary
or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any Borrower’s Inventory
is subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement
from such Person.






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Section 5.3.Collateral
Proceeds Management. All collections and proceeds of Collateral shall be subject to an express trust for the benefit of Lender
and shall be subject to this Section 5.3.


(a)       Borrowers
and Guarantor have established lock-box services for collection of Accounts with (1) Comerica Bank, having a P.O. Box No. 671497,
along with associated Deposit Account No. 1895190062, a P.O. Box No. 671153, along with associated Deposit Account No. 1895190104,
and a P.O. Box No. 670747, along with associated Deposit Account No. 1895190153, and (2) Wells Fargo Bank, having a P.O. Box No.
206104, along with associated Deposit Account No. 4940672868, a P.O. Box No. 206141, along with associated Deposit Account No.
4940672876, and a P.O. Box No 206143, along with associated Deposit Account No. 4419053111. Borrowers have also established Deposit
Account No. 4419053103 with Wells Fargo Bank. Each lockbox described in this subsection, together with any other lockbox replacing
it with Lender’s consent including pursuant to Section 5.3(c) below, shall be referred to herein as a “Lockbox”,
and all such lockboxes shall be referred to herein collectively as the “Lockboxes”. Each Deposit Account described
in this subsection, and any other account replacing it with Lender’s consent, including pursuant to Section 5.3(c)
below, shall be referred to herein as a “Designated Collection Account”, and all such Deposit Accounts shall
be referred to herein collectively as the “Designated Collection Accounts”. All Designated Collection Accounts,
together with any and all other collection accounts of each Credit Party and Guarantor (including credit card accounts) listed
in Part A of Schedule 7.19, shall be referred to herein collectively as the “Collection Accounts” and
each as a “Collection Account”. All collections and amounts deposited into or held in the Collection Accounts
shall be swept to the Lender Account on a daily basis, and no Credit Party nor Guarantor shall have any access to any funds therein.
Each Collection Account and Lockbox shall at all times be subject to a Control Agreement or, if such Collection Account is held
by Lender, otherwise be subject to Lender’s “control” under the UCC. Any such Control Agreement shall provide,
among other things, for Lender’s “control” under the UCC over such Collection Account and further that (i) all
items of payment received in such account are received by such bank for the Lender, (ii) such bank has no rights of setoff or recoupment
or any other claim against such items (other than for payment of its service fees and other charges directly related to the administration
of such account, returned or charged back items, reversals, cancellation of payment orders and other electronic fund transfers
or other corrections, adjustments or overdrafts), (iii) no Credit Party nor Guarantor shall have access to any funds therein and
(iv) such bank will deposit all collections and amounts therein to the Lender Account on a daily basis.


(b)       Schedule 7.19
lists all of Credit Parties’ and Guarantor’s Deposit Accounts and Securities Accounts as of the date hereof (with the
Collection Accounts being listed in Part A thereof, Excluded Accounts being listed in Part C thereof and all other Deposit Accounts
and Securities Accounts listed in Part B thereof). All Deposit Accounts and Securities Accounts listed or required to be listed
in Part B of Schedule 7.19 (as updated pursuant to the terms of Section 7.19) are and shall at all times
be subject to a Control Agreement or, if such Deposit Accounts and/or Securities Accounts are held with Lender, shall otherwise
be subject to Lender’s “control” under the UCC (such accounts so subject to a Control Agreement or otherwise
under Lender’s “control” under the UCC, collectively the “Controlled Accounts”). Each Control
Agreement in respect of a Controlled Account shall provide, among other things, for Lender’s “control” under
the UCC over such accounts (allowing the applicable Credit Party or Guarantor access to funds therein until such time as an activation
notice is sent to the applicable bank by Lender). Lender hereby agrees that (i) it will not send an activation notice with respect
to any Controlled Account subject to a Control Agreement unless an Event of Default has occurred and is continuing and (ii) it
will not block Credit Parties’ and Guarantor’s access to any Controlled Account held by Lender unless an Event of Default
has occurred and is continuing (but, for the avoidance of doubt, it is expressly agreed that Lender can block Credit Parties’
and Guarantor’s access to any Controlled Account after the occurrence and during the continuance of any Event of Default).
Except as expressly permitted by Lender in writing, no Deposit Account or Securities Account of any Credit Party or Guarantor not
held at Lender shall at any time have a balance in excess of $100,000. Deposit Account No. 466521981 maintained at JPMorgan Chase
shall not at any time have a balance in excess of $10,000. The Deposit Accounts of Credit Parties maintained with Silicon Valley
Bank shall not at any time have an aggregate balance in excess of $100,000, and all collections and amounts deposited into or held
in such Deposit Accounts maintained with Silicon Valley Bank shall be swept to a Collection Account or the Lender Account on a
weekly basis and at any time the aggregate balance of such Deposit Accounts is equal to or greater than $100,000.



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(c)       Within
90 days following the Agreement Date (the “Cash Management Transition Date”), each Credit Party and Guarantor
shall (i) establish and maintain at Lender all cash management services, including new Designated Collection Accounts other Collection
Accounts and all Controlled Accounts and all lockbox services and (ii) close all Deposit Accounts and Securities Accounts
not maintained with Lender; provided, however, that Credit Parties and Guarantor shall be permitted to maintain Deposit Accounts
and Securities Accounts with financial institutions other than Lender in accordance with the last sentence of Section 5.3(b)
above. Such cash management services maintained by each Credit Party and Guarantor with Lender shall be of a type and on terms
reasonably satisfactory to Lender. On the Cash Management Transition Date, Credit Parties and Guarantor shall deliver an updated
Schedule 7.19 to Lender.


(d)       No
Credit Party nor Guarantor will use, dispose, withhold or otherwise exercise dominion over any proceeds of Collateral. Borrowers
shall instruct each Account Debtor to send all payments in respect of Accounts to a Designated Collection Account or the related
Lockbox. At all times on and after Borrowers borrow the initial Loan hereunder, if a Borrower or Guarantor at any time receives
any proceeds of Collateral, it shall receive such proceeds as Lender’s trustee and shall immediately (and in any event within
one (1) Business Day of such receipt) deliver such proceeds to Lender in their original form duly endorsed in blank or to the order
of Lender.


(e)       All
payments received by Lender pursuant to Section 5.3(a) or Section 5.3(d) shall be credited to the Obligations
in accordance with Section 4.7, immediately upon receipt (conditional upon final collection) after allowing one (1) Business
Day for collection, provided, that such payments shall be deemed to be credited to such Obligations immediately upon receipt
for purposes of determining Availability and calculating the unused line fee pursuant to Section 3.2(b). Any payments
received by Lender pursuant to Section 5.3(a) or Section 5.3(d) that are to be distributed to Borrowers pursuant
to Section 4.7 shall be deposited in the Designated Account within one Business Day of receipt of good funds by Lender.


Section 5.4.Examinations;
Inspections; Verifications. At any time when a Default or an Event of Default exists, and also at such other times not more
frequently than (i) three times from the Agreement Date through and including December 31, 2019 and (ii) twice per Fiscal Year
thereafter, Lender shall have the right without hindrance or delay to conduct field examinations (including through third party
field examiners) to inspect the Collateral and to inspect, audit and copy Credit Parties’ and Guarantor’s books and
records relating to the Collateral or any Credit Party’s or Guarantor’s business. Credit Parties and Guarantor agree
to pay all customary fees and expenses of such third party field examiners and Lender’s customary fees and disbursements
relating to such field examinations and the preparation of reports thereof. Lender is authorized to discuss Credit Parties’
and Guarantor’s affairs with any Person, including without limitation employees of any Credit Party or Guarantor, as Lender
may deem necessary in relation to the Collateral, any Credit Party’s or Guarantor’s business or financial condition
or Lender’s rights under the Loan Documents. Lender shall have full access to all records available any Credit Party or Guarantor
from any credit reporting service, bureau or similar service and shall have the right to examine and make copies of any such records.
Lender may exhibit a copy of this Agreement to such service and such service shall be entitled to rely on the provisions hereof
in providing access to Lender as provided herein. If requested by Lender, Credit Parties and Guarantor will deliver to Lender any
authorization or consent necessary for Lender to obtain records from any such service.






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Section 5.5.Appraisal.
At any time when a Default or an Event of Default exists, and also at such other times not more frequently than twice per Fiscal
Year, Lender shall, at Borrower’s expense, conduct appraisals, or updates of appraisals, of any Collateral, prepared by an
appraiser acceptable to Lender and on a basis satisfactory to the Lender.


Section 5.6.Right
to Cure. Lender may pay any amount or do any act required of any Credit Party or Guarantor hereunder or under any other Loan
Document in order to preserve, protect, maintain or enforce the Collateral or Lender’s Liens, and which such Credit Party
or Guarantor fails to pay or do, including payment of any license, fee, maintenance costs, judgment lien, insurance premium, charge,
landlord’s claim or bailee’s claim relating to the Collateral or Lender’s Liens. All payments that Lender makes
under this Section 5.6 and all costs, fees and expenses that Lender pays or incurs in connection therewith shall be
paid or reimbursed to Lender on demand. Any action taken by Lender under this Section 5.6 shall not waive any Default
or Event of Default or any rights of Lender with respect thereto.


Section 5.7.Power
of Attorney. Each Credit Party and Guarantor hereby irrevocably appoints Lender as its agent and attorney-in-fact to take any
action necessary to preserve and protect the Collateral and Lender’s interests under the Loan Documents or to sign and file
any document necessary to perfect Lender’s Liens, in each case, to the fullest extent permitted under Applicable Law. Without
limiting the foregoing:


(a)       Lender
shall have the right at any time to take any of the following actions, in its own name or in the name of any Credit Party or Guarantor,
whether or not an Event of Default is in existence: (i) make written or verbal requests for verification of the validity, amount
or any other matter relating to any Collateral from any Person, (ii) endorse a Credit Party’s or Guarantor’s name on
checks, instruments or other evidences of payment on Collateral for application in accordance with this Agreement, (iii) sign and
file, in a Credit Party’s or Guarantor’s name or in Lender’s name as secured party, any proof of claim or other
document in any bankruptcy proceedings of any Account Debtor or obligor on Collateral, (iv) access, copy or utilize any information
related to the Collateral, recorded or contained in any computer or data processing equipment or system maintained by a Credit
Party or Guarantor in respect of the Collateral and (v) open mail addressed to a Credit Party or Guarantor and take possession
of checks or other proceeds of Collateral for application in accordance with this Agreement.


(b)       Lender
shall have the right at any time to take any of the following actions, in its own name or in the name of a Credit Party or Guarantor,
at any time when any Event of Default is in existence: (i) notify any or all Persons which Lender believes may be Account
Debtors or obligors on Collateral to make payment directly to Lender, for the account of such Credit Party or Guarantor, (ii) redirect
the deposit and disposition of collections and proceeds of Collateral; provided, that such proceeds shall be applied to
the Obligations as provided by this Agreement, (iii) settle, adjust, compromise or discharge Accounts or extend time of payment
upon such terms as Lender may determine, (iv) notify post office authorities, in the name of such Credit Party or Guarantor
or in the name of Lender, as secured party, to change the address for delivery of such Credit Party’s or Guarantor’s
mail to an address designated by Lender, (v) sign such Credit Party’s or Guarantor’s name on any invoice, bill of lading,
warehouse receipt or other document of title relating to any Collateral and (vi) clear Inventory through customs in such Credit
Party’s or Guarantor’s name, in Lender’s name as secured party or in the name of Lender’s designee, and
to sign and deliver to customs officials powers of attorney in such Credit Party’s or Guarantor’s name for such purpose.






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(c)       Each
Credit Party and Guarantor authorizes Lender at any time and from time to time to file, transmit, or communicate, as applicable,
financing statements and amendments naming such Credit Party or Guarantor as debtor thereon (i) describing such Credit Party’s
or Guarantor’s Collateral as “all personal property of debtor” or “all assets of debtor” or words
of similar effect, (ii) describing such Credit Party’s or Guarantor’s Collateral as being of equal or lesser scope
or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the UCC for the sufficiency or
filing office acceptance.


(d)       The
powers of attorney granted under this Section 5.7 are coupled with an interest and are irrevocable until all Obligations
(other than contingent indemnification Obligations) have been indefeasibly paid in full and all commitments of Lender under this
Agreement have been terminated. The powers of attorney granted under this Section 5.7 are durable and should not be affected
by the subsequent disability or incapacity of any Credit Party or Guarantor. Costs, fees and expenses incurred by Lender in connection
with any of such actions by Lender, including attorneys’ fees and out-of-pocket expenses, shall be reimbursed to Lender on
demand.


Section 5.8.Preservation
of Lender’s Rights. To the extent allowed by Applicable Law, none of Lender, its Affiliates nor any of its officers,
directors, stockholders, members, managers, employees or agents shall be liable or responsible in any way for the safekeeping of
any Collateral or for any act or failure to act with respect to the Collateral, or for any loss or damage thereto or any diminution
in the value thereof, or for any act by any other Person, except to the extent of gross negligence or willful misconduct on the
part of Lender (as determined by a final non-appealable judgment of a court of competent jurisdiction). In the case of any Instruments
and Chattel Paper included within the Collateral, Lender shall have no duty or obligation to preserve rights against prior parties.
The Obligations shall not be affected by any failure of Lender to take any steps to perfect its security interests or to collect
or realize upon the Collateral, nor shall loss of or damage to the Collateral release any Credit Party or Guarantor from any of
the Obligations.


Section 5.9.Deficiency.
In the event that the proceeds of any sale, collection or realization of or upon the Collateral by Lender are insufficient to pay
all Obligations in full, each Credit Party and Guarantor shall be liable for the deficiency, together with interest thereon as
provided in this Agreement, together with the costs of collection and the reasonable fees of any attorneys employed by the Lender
to collect such deficiency.


Section 5.10.Rolling
Stock and other Vehicles. With respect to each vehicle or item of Rolling Stock subject to a certificate of title statute that
is Collateral acquired after the Agreement Date, Borrowers shall deliver to Lender, in form and substance satisfactory to Lender:
(a) a fully-executed, notarized power of attorney authorizing Lender or a service company designated by Lender to perfect Liens
in favor of Lender; (b) new unencumbered titles for each item of Rolling Stock within the earlier of (i) five (5) days of receipt
by a Borrower of a new title certificate for Rolling Stock and (ii) twenty-five (25) days of purchase; (c) to the extent applicable,
an odometer statement clearly identifying the current mileage of each item of Collateral; and (d) to the extent applicable, an
in-state garaging address for each item of Collateral.


ARTICLE
VI

CONDITIONS


Section 6.1.Conditions
Precedent to Initial Loan. The obligation of Lender to make the initial extension of credit and to issue the initial Letter
of Credit under this Agreement is subject to the fulfillment, to Lender’s satisfaction, of each of the following conditions
precedent:






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(a)       Lender
shall have received each of the following, in each case in form and substance satisfactory to Lender:


(i)       A
copy of the organizational documents of each Credit Party and Guarantor and all amendments thereto, accompanied by the certificate
of the appropriate Governmental Authority of such Person’s jurisdiction of organization bearing a recent date acceptable
to Lender, to the effect that such copy is correct and complete and that such Person is duly organized and validly existing in
such jurisdiction;


(ii)       Certification
by the appropriate Governmental Authority, bearing a recent date acceptable to Lender, to the effect that each Credit Party and
Guarantor is in good standing and qualified to transact business in its jurisdiction of organization and in each other jurisdiction
where it transacts business where failure to be so qualified or maintain such good standing could not reasonably be expected to
have a Material Adverse Effect;


(iii)       (A) a
copy of the bylaws or similar governing document of each Credit Party and Guarantor and all amendments thereto, (B) certification
of the name, signature and incumbency of all officers of such Person who are authorized to execute any Loan Document or, with respect
to Borrower Representative, request Loans and (C) a copy of authorizing resolutions approving the transactions contemplated by
the Loan Documents, and authorizing and directing an officer or officers of such Person to sign and deliver all Loan Documents
to be executed by it, duly adopted by such Person’s board of directors or similar governing body, all accompanied by a certificate
from a secretary or a Responsible Officer of such Person dated as of the Agreement Date to the effect that each such item is true
and complete and in full force and effect as of the Agreement Date;


(iv)       This
Agreement, duly executed by each Borrower and Guarantor;


(v)       Evidence
of insurance in compliance with the requirements of this Agreement;


(vi)       All
Collateral Access Agreements and other third-party waivers, subordinations and consents as are required hereunder;


(vii)       A
Subordination Agreement with respect to any Debt proposed by Credit Parties as Subordinated Debt and a copy of the instrument and
other documents evidencing, securing or otherwise relating to any such Debt;


(viii)       An
executed Guaranty Agreement from Guarantor, pursuant to which Guarantor guaranties the payment and performance of all of Borrowers’
Obligations;


(ix)       An
executed Guaranty Agreement from Individual Guarantor, pursuant to which Individual Guarantor guaranties the payment and performance
of Borrowers’ Obligations to the extent provided in such Guaranty Agreement;


(x)       A
security agreement in respect of Proprietary Rights from each Credit Party and Guarantor owning any Proprietary Rights;






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(xi)       An
executed Pledge Agreement from Digirad, Digirad Health, DMS Health, DMS Imaging, PR Holding, and PR Acquisition;


(xii)       [Reserved];


(xiii)       A
payoff letter executed by Comerica Bank, in form and substance acceptable to Lender, together with such UCC termination statements,
releases of Liens and other instruments, documents and agreements necessary or appropriate to terminate any Liens in favor of Comerica
Bank securing the Debt owing to Comerica Bank which is to be indefeasibly paid in full on or prior to the Agreement Date, as Lender
may request, duly executed and otherwise in form and substance satisfactory to Lender;


(xiv)       An
executed Perfection Certificate from each Credit Party and Guarantor;


(xv)       A
disbursement letter executed by Borrower Representative to Lender setting forth therein the flow of funds information for the initial
Loans and extensions of credit made by the Lender, which such letter shall include the name of, the amount to be sent to, and the
wiring instructions for each such party receiving Loan proceeds, and shall be in form acceptable to Lender;


(xvi)       All
certificates of title covering any portion of the Collateral for which certificates of title have been issued, together with executed
applications for corrected certificates of title, notation of Lender’s Lien and other such documentation and related information
as may be requested by Lender, together with a fully-executed, notarized power of attorney authorizing Lender or a service company
designated by Lender to perfect Liens in favor of Lender;


(xvii)       Evidence
satisfactory to Lender that all taxes owing to each taxing authority that has a tax lien on any property of any of the Credit Parties
have been paid in full;


(xviii)       A
net orderly liquidation value appraisal and a forced liquidation value appraisal of Borrowers’ Equipment and Rolling Stock,
each prepared by a credentialed appraiser acceptable to Lender;


(xix)       UCC-3
termination statements, partial releases or such other releases as may be required by Lender with respect to the Collateral;


(xx)       Copies
of Parent’s consolidated financial statements for the Fiscal Year ending December 31, 2017 audited by Parent’s independent
certified public accountants;


(xxi)       Copies
of the interim unaudited consolidated financial statements of the Parent and its Subsidiaries for the period ending December 31,
2018;


(xxii)       Copies
of the Credit Parties’ and Guarantor’s forecasts and projections for the period specified by Lender, in form and substance
reasonably satisfactory to Lender;


(xxiii)       Opinions
of counsel for each Credit Party and Guarantor, respectively, in form and substance satisfactory to Lender;






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(xxiv)       With
respect to the initial Revolving Loan, an executed Borrowing Notice as required by Section 2.2(a) and Borrowing Base Certificate
as required by Section 8.5(a), in each case, duly executed by a Responsible Officer of Borrower Representative;


(xxv)       An
appraisal of the Inventory in form and substance acceptable to Lender in its sole discretion;


(b)       Lender
shall have received satisfactory evidence that Availability, after giving effect to (i) the initial Revolving Loans and LC Obligations
(if applicable), (ii) payment of all fees and Lender Expenses required to be paid hereunder, (iii) payment of all taxes due and
owing and (iv) payment of all trade indebtedness such that no trade indebtedness is sixty (60) days or more past due, will be in
an amount equal to or greater than $4,000,000;


(c)       A
field examination of the Credit Parties, Guarantor and the Collateral satisfactory to Lender shall have been completed and delivered
to Lender;


(d)       Credit
Parties and Guarantor shall have established cash proceeds management pursuant to Section 5.3 and confirmed that Credit
Parties’ and Guarantor’s reporting systems are acceptable to Lender;


(e)       Lender
shall have filed all financing statements as required to perfect Lender’s Liens in all Collateral with respect to which perfection
can be achieved by filing a financing statement, and shall have received evidence or other confirmation of such filing, satisfactory
to Lender;


(f)       Lender
shall have received satisfactory reference checks with respect to the senior management of each Credit Party and Guarantor;


(g)       Lender
shall have completed confirmation of Borrowers’ Accounts, via telephone or otherwise, and the results of such confirmation
shall be satisfactory to Lender;


(h)       Credit
Parties and Guarantor shall have paid all Lender Expenses owed by them as of the Agreement Date; and


(i)       All
legal and business matters in connection with the transaction contemplated by this Agreement shall be satisfactory to Lender.


Section 6.2.Conditions
Precedent to all Loans. In addition to the conditions precedent specified by Section 6.1, the obligation of Lender
to make any Loan or of LC Issuer to issue, renew or extend any Letter of Credit shall be subject to the following conditions precedent:


(a)       All
representations and warranties in this Agreement and the other Loan Documents shall be true and correct in all material respects
on and as of the date of such Loan or issuance, renewal or extension of such Letter of Credit, as though such representations and
warranties are made on and as of such date (except to the extent any such representations and warranties relate solely to an earlier
date);


(b)       No
Default or Event of Default shall have occurred and be continuing on the date of such Loan or issuance, renewal or extension of
such Letter of Credit, and no Default or Event of Default will result from the making of such Loan or issuance, renewal or extension
of such Letter of Credit;






    	50



     


    

(c)       The
funding of such Loan or issuance, renewal or extension of such Letter of Credit shall not be prohibited by any Applicable Law;


(d)       Borrowers
shall have satisfied all applicable requirements for requesting such Loan or issuance, renewal or extension of such Letter of Credit;


(e)       No
Material Adverse Effect shall have occurred or will result from the making of such Loan or issuance, renewal or extension of such
Letter of Credit;


(f)       No
involuntary petition shall have been filed against any Credit Party, Guarantor or Individual Guarantor that has not been dismissed
and there shall not exist any other action or proceeding seeking relief under the Bankruptcy Code or seeking any reorganization,
arrangement, consolidation or readjustment of the debts of any Credit Party, Guarantor or Individual Guarantor under any other
bankruptcy or insolvency law; and


(g)       Credit
Parties and Guarantor shall have paid all Lender Expenses incurred through the date of the funding of such Loan.


Any request for a Loan or for the issuance,
renewal or extension of a Letter of Credit pending at a time when any condition precedent specified by Section 6.1 or Section
6.2 is not satisfied may be declined by Lender without prior notice.


ARTICLE
VII

REPRESENTATIONS AND WARRANTIES


In order to induce
the Lender to enter into this Agreement and make Loans and to induce the LC Issuer to issue, renew or extend Letters of Credit,
each Credit Party and Guarantor (as applicable), jointly and severally, makes each of the following representations and warranties
to the Lender as being true, complete and correct in all respects as of the Agreement Date and as of the date of the making of
each Loan thereafter and as of the date of issuance, renewal or extension of each Letter of Credit thereafter, as though made on
and as of the date of such Loan or the date of such issuance, renewal or extension of such Letter of Credit (except to the extent
such representations or warranties relate solely to an earlier date, in which case such representations and warranties shall be
true and correct in all respects as of such earlier date):


Section 7.1.Fundamental
Information. Schedule 7.1 sets forth, as of the most recent Reporting Date, for each Credit Party and Guarantor:
(a) its legal name, (b) its federal tax identification number, (c) its jurisdiction of organization, (d) its
address of its chief executive office, (e) jurisdictions in which qualification is necessary in order for it to own or lease
its property and conduct its business, except where failure to so qualify could not reasonably be expected to have a Material Adverse
Effect, and (f) the number and the percentage of the outstanding shares of each class of such Person’s and its direct
and indirect Subsidiaries’ Equity Interests, all of which are validly issued, outstanding, fully paid and non-assessable,
and owned beneficially and of record by the Person identified therein. Each Credit Party and Guarantor (i) is a registered organization,
as defined by the UCC, duly organized and validly existing and in good standing under the laws of its jurisdiction of organization,
(ii) is qualified to do business and is in good standing as a foreign organization in each jurisdiction in which qualification
is necessary in order for it to own or lease its property and conduct its business, except where failure to so qualify or maintain
such good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite power and authority
to conduct its business and to own its property.






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Section 7.2.Prior
Transactions. No Credit Party nor Guarantor has, during the past five (5) years, (a) except as set forth on Schedule
7.2, changed its name or used any fictitious name or been a party to any merger or organizational change or (b) acquired
any of its property outside of the ordinary course of business.


Section 7.3.Subsidiaries.
No Credit Party nor Guarantor has any Subsidiaries except as shown in Schedule 7.1.


Section 7.4.Authorization,
Validity and Enforceability. Each Credit Party and Guarantor has the corporate or company power and authority to execute, deliver
and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Lender’s
Liens on the Collateral. Each Credit Party and Guarantor has taken all necessary action to properly authorize its execution, delivery
and performance of the Loan Documents to which it is a party. This Agreement and the other Loan Documents to which any Credit Party
or Guarantor is a party have been duly executed and delivered by such Credit Party or Guarantor, and constitute the legal, valid
and binding obligations of such Credit Party or Guarantor, enforceable against it in accordance with their respective terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to enforcement of creditors’
rights.


Section 7.5.Noncontravention.
Each Credit Party’s and Guarantor’s execution, delivery, and performance of this Agreement and the other Loan Documents
to which it is a party do not and will not conflict with, violate or constitute a violation of or breach or default under, as applicable,
(a) its organizational documents, (b) any agreement or instrument to which it or any of its Subsidiaries is a party or
which is otherwise binding upon it or any of its Subsidiaries or (c) any Applicable Law applicable to it or any of its Subsidiaries.


Section 7.6.Financial
Statements. Credit Parties and Guarantor have delivered to Lender the audited consolidated balance sheet and related statements
of income, retained earnings, cash flows and changes in stockholders’ equity for Parent and its Consolidated Subsidiaries
as of December 31, 2017, and for the Fiscal Year then ended, accompanied by the report thereon of the Credit Parties’ and
Guarantor’s independent certified public accountants. Credit Parties and Guarantor have also delivered to Lender the unaudited
consolidated balance sheet and related statements of income and cash flows for Parent and its Consolidated Subsidiaries as of December
31, 2018. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly the financial
position of Parent and its Consolidated Subsidiaries as at the dates thereof and their results of operations for the specified
periods, subject, in the case of such unaudited financials to normal year-end adjustments and the absence of footnote disclosure.
No Material Adverse Effect has occurred since the dates of such financial statements, respectively.


Section 7.7.Litigation.
As of the most recent Reporting Date, except as set forth on Schedule 7.7 (which sets forth a complete and accurate
description of each action, suit, claim or proceeding described therein, the parties thereto, the nature of such dispute, and whether
any potential liability is covered by insurance), there is no pending or, to the knowledge of Credit Parties and Guarantor after
due inquiry, threatened, action, suit, proceeding or claim by any Person against or with respect to a Credit Party or Guarantor
or any of their respective Subsidiaries, or to the knowledge of Credit Parties and Guarantor after due inquiry, investigation by
any Governmental Authority into or relating in any way to a Credit Party or Guarantor or any of their respective Subsidiaries,
or any basis for any of the foregoing, which, in each case, could reasonably be expected to result in a Material Adverse Effect.
To the extent any Credit Party or Guarantor notifies Lender of any new pending or threatened action, suit, proceeding or claim
pursuant to Section 8.7(b) hereto, such new information shall be deemed added to Schedule 7.7 hereto.






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Section 7.8.ERISA
and Employee Benefit Plans. Except as set forth on Schedule 7.8, no Credit Party nor Guarantor nor any ERISA Affiliate
maintains or contributes to an ERISA Benefit Plan. Except for those events or circumstances that could not reasonably be expected
to result in a Material Adverse Effect, (x) each ERISA Benefit Plan is in compliance with applicable provisions of ERISA, the IRC
and other Applicable Law and (y) there are no existing or pending (or to the knowledge of Credit Parties and Guarantor, threatened)
claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigations
involving any ERISA Benefit Plan to which a Credit Party or Guarantor or any of their respective Subsidiaries incurs or otherwise
has or could have a material obligation or any material liability. No ERISA Affiliate is required to contribute to, or has any
other absolute or contingent liability in respect of, any Multiemployer Plan. No “accumulated funding deficiency” (as
defined in Section 412(a) of the IRC) exists with respect to any ERISA Benefit Plan, whether or not waived by the Secretary of
the Treasury or his delegate, and the current value of the benefits of each ERISA Benefit Plan that is subject to the funding requirements
of Section 412 of the IRC does not exceed the current value of such ERISA Benefit Plan’s assets available for the payment
of such benefits. No Termination Event has occurred, and no Credit Party nor Guarantor is aware of any fact, event or circumstance
that could reasonably be expected to constitute or result in a Termination Event with respect to any ERISA Benefit Plan. No Credit
Party nor Guarantor nor any ERISA Affiliate has (i) incurred any liability to the PBGC other than for the payment of premiums,
and there are no premium payments which have become due that are unpaid or (ii) engaged in a transaction that could be subject
to Section 4069 or Section 4212(c) of ERISA.


Section 7.9.Compliance
with Laws. Each Credit Party and Guarantor and each of their respective Subsidiaries are (a) in compliance, in all material
respects, with the Patriot Act and (b) in compliance with all other Applicable Laws, except where such failure to comply under
this subsection (b) could not reasonably be expected to result in a Material Adverse Effect.


Section 7.10.Taxes.
Credit Parties and Guarantor have filed all federal and other tax returns and reports required to be filed by Applicable Law, and
have paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable other than any unpaid taxes, assessments fees or other charges that are being contested
in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves are maintained
on the books of the applicable Credit Party or Guarantor in accordance with GAAP, and so long as none of the Collateral would become
subject to forfeiture, any Lien (other than a Permitted Lien not prior to Lender’s Lien on the Collateral) or any loss as
a result of such contest or delay in payment.


Section 7.11.Location
of Collateral and Books and Records. Schedule 7.11 is a complete list of the location of the Collateral and of
Credit Parties’ and Guarantor’s books and records as of the most recent Reporting Date, with a notation as to whether
such location is leased or owned and which Credit Party or Guarantor so leases or owns such property. If any such location is not
owned by a Credit Party or Guarantor, Schedule 7.11 includes the name and mailing address of the owner thereof. If
any Collateral or any books or records of any Credit Party or Guarantor is transported or transferred to a location not previously
disclosed in Schedule 7.11, such schedule shall be updated within five (5) Business Days of such transfer.






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Section 7.12.Accounts.
Each Account represents a bona fide sale or lease and delivery of goods or rendition of services by a Borrower in the ordinary
course of such Borrower’s business. Each Account is for a liquidated amount payable by the Account Debtor thereon on the
terms set forth in the invoice therefor and in the schedule of Accounts delivered to Lender, without any offset, deduction, defense
or counterclaim except those known to Borrowers and disclosed to Lender in writing. No payment has been received, and no credit,
discount or extension or agreement has been granted, on any Account except as reported to and permitted by Lender in writing. Each
copy of an invoice delivered to Lender by Borrowers is a genuine copy of the original invoice sent to the Account Debtor named
therein. All goods described in any invoice representing a sale of goods have been delivered to the Account Debtor named therein
and all services of Borrowers described in each invoice representing services have been performed.


Section 7.13.Inventory.
No Instruments or documents of title have been issued in respect of any Inventory.


Section 7.14.Documents,
Instruments, and Chattel Paper. All Documents, Instruments and Chattel Paper, and all signatures and endorsements thereon,
are complete, valid and genuine.


Section 7.15.Proprietary
Rights. Schedule 7.15 sets forth a correct and complete list of all Proprietary Rights owned by the Credit Parties
and Guarantor that are material to any Credit Party’s or Guarantor’s business as of the most recent Reporting Date.
None of such Proprietary Rights is subject to any licensing agreement or similar arrangement except as set forth on Schedule 7.15.
All Proprietary Rights set forth on Schedule 7.15 are valid, subsisting, unexpired and enforceable. To Credit Parties’
and Guarantor’s knowledge, none of such Proprietary Rights infringes on, misappropriates, dilutes or conflicts with any other
Person’s property, and no other Person’s property infringes on, misappropriates, dilutes or conflicts with such Proprietary
Rights. The Proprietary Rights described on Schedule 7.15 and all other Proprietary Rights in which any Credit Party
or Guarantor has an interest constitute all of the property of such type necessary to the current and anticipated future conduct
of Credit Parties’ and Guarantor’s business. No holding, decision or judgment has been rendered by any Governmental
Authority or court of law which would cancel or question the validity of, or such Credit Parties’ or Guarantor’s rights
in, any Proprietary Rights material to the conduct of any Credit Party’s or Guarantor’s business. No action, suit,
claim, demand, order or proceeding is pending, or threatened in writing (i) seeking to limit, cancel or question the validity
of any Proprietary Rights material to the conduct of any Credit Party’s or Guarantor’s business, or such Credit Party’s
or Guarantor’s ownership interest therein (other than office actions issued in the ordinary course of prosecution of any
pending applications for Patents or applications for registration of other Proprietary Rights), or (ii) which, if adversely determined,
could reasonably be expected to have a Material Adverse Effect on any Proprietary Rights material to the conduct of any Credit
Party’s or Guarantor’s business. If any Credit Party or Guarantor becomes the owner of any Proprietary Rights that
are material to the conduct of any Credit Party’s or Guarantor’s business not previously disclosed in Schedule 7.15,
such Schedule shall be updated promptly, and in any event, within five (5) Business Days of becoming the owner thereof. If any
Credit Party or Guarantor enters into any licensing agreement or similar arrangement with respect to any of Credit Parties’
or Guarantor’s Proprietary Rights not previously disclosed in Schedule 7.15, such Schedule shall be updated promptly,
and in any event, within five (5) Business Days of entering into such agreement.


Section 7.16.Investment
Property. Schedule 7.16 sets forth a correct and complete list of all Investment Property owned by each Credit
Party and Guarantor as of the most recent Reporting Date. As of the most recent Reporting Date, Credit Parties and Guarantor are
the legal and beneficial owner of such Investment Property, as applicable, and have not sold, granted any option with respect to,
assigned or transferred, or otherwise disposed of any of their rights or interest therein. Credit Parties and Guarantor shall update
Schedule 7.16 on the last Business Day of any month in which (and to the extent) there are any changes thereto.






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Section 7.17.Real
Property and Leases. The Credit Parties and Guarantor have good, valid, marketable and legal title to all of the Real Property
owned by them, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and free and clear of all
impediments to the use of such properties in Credit Parties’ and Guarantor’s business. Schedule 7.17 sets forth
a correct and complete list of all Real Property owned by each Credit Party and Guarantor, all leases and subleases of Real Property
on which a Credit Party or Guarantor is lessee or sublessee, and all leases or subleases of Real Property on which a Credit Party
or Guarantor is lessor or sublessor, each as of the most recent Reporting Date. Each Credit Party and Guarantor enjoys peaceful
and undisturbed possession under all leases listed in Schedule 7.17, as applicable, and each such lease is valid and enforceable
in accordance with its terms and is in full force and effect, and no default by any party to any such lease exists. Credit Parties
and Guarantor shall update Schedule 7.17 on the last Business Day of any month in which (and to the extent) there are
any changes thereto.


Section 7.18.Material
Agreements. Schedule 7.18 sets forth all material agreements to which any Credit Party or Guarantor is a party
or is otherwise bound as of the most recent Reporting Date. Credit Parties and Guarantor shall update Schedule 7.18
on a monthly basis on the last Business Day of each month to the extent there are any changes thereto. All such material agreements
set forth on Schedule 7.18 are in full force and effect and no defaults by a Credit Party or Guarantor exist thereunder.


Section 7.19.Bank
Accounts. Schedule 7.19 contains a complete list of all Deposit Accounts and Securities Accounts maintained by
the Credit Parties and Guarantor as of the most recent Reporting Date. If any Credit Party or Guarantor opens or otherwise comes
into possession of a Deposit Account or a Securities Account not previously disclosed on Schedule 7.19, such schedule
shall be updated immediately upon such opening, or coming into possession (including, without limitation, upon transition of Credit
Parties’ and Guarantor’s cash management services to the Lender on the Cash Management Transition Date).


Section 7.20.Title
to Property. Each Credit Party and Guarantor has good, valid, marketable and exclusive title to, or a valid leasehold interest
or license in (as applicable), all of its property, free of all Liens except Permitted Liens. Each Credit Party and Guarantor possesses
all Proprietary Rights (or otherwise possesses the right to use such Proprietary Rights without violation of the rights of any
other Person) which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter,
and no Credit Party nor Guarantor is in violation in any material respect of the terms under which it possesses such Proprietary
Rights or the right to use such Proprietary Rights. Lender’s Liens are not subject or junior to any other Lien other than
those Permitted Liens that are prior to Lender’s Liens.


Section 7.21.Debt.
After giving effect to the making of the initial Loans, no Credit Party has any Debt except the Obligations and other Debt expressly
permitted under Section 9.5.


Section 7.22.Liens.
There are no Liens on any property of any Credit Party other than Permitted Liens.


Section 7.23.Solvency.
Prior to and after giving effect to the making of the initial Loans hereunder and each subsequent Loan thereafter, each Credit
Party is, on an individual basis, Solvent.






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Section 7.24.Non-Regulated
Entities. No Credit Party nor Guarantor and no Subsidiary of any Credit Party or Guarantor is a “registered investment
company” or a company “controlled” by a “registered investment company” or a “principal underwriter”
of a “registered investment company” as such terms are defined in the Investment Company Act of 1940. No Credit Party
nor Guarantor and no Subsidiary of any Credit Party or Guarantor is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Debt or may
otherwise render all or any portion of the Obligations unenforceable.


Section 7.25.Governmental
Authorization. No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit
Party or Guarantor of this Agreement or any other Loan Document, other than: (i) the filing of UCC Financing Statements to
be filed against the Credit Parties and Guarantor evidencing Lender’s Liens; (ii) filings to be made with the United States
Patent and Trademark Office or United States Copyright Office evidencing Lender’s Liens on registered Proprietary Rights;
(iii) as may be required in connection with any exercise of remedies by Lender in respect of the Equity Interests of any Credit
Party or Guarantor by Applicable Laws affecting the offering and sale of securities generally; and (iv) those which have been obtained
and are still in full force and effect.


Section 7.26.Investment
Banking or Finder’s Fees. No Credit Party nor Guarantor has agreed to pay or is otherwise obligated to pay or reimburse
any Person with respect to any investment banking or similar or related fee, underwriter’s fee, finder’s fee or broker’s
fee in connection with this Agreement.


Section 7.27.Full
Disclosure. None of the representations or warranties made by any Credit Party or Guarantor in the Loan Documents and none
of the statements contained in any Schedule or any report, statement or certificate furnished to Lender by or on behalf of any
Credit Party or Guarantor in connection with the Loan Documents contains any untrue statement of a material fact or omits any material
fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which
they are made, not misleading as of the time when made or delivered.


Section 7.28.Other
Obligations and Restrictions. No Credit Party nor Guarantor has any outstanding liabilities of any kind (including contingent
obligations, tax assessments, or long-term commitments) of a nature and type required to be set forth as a liability on a balance
sheet in accordance with GAAP which are, in the aggregate, material to Credit Parties or Guarantor or material with respect to
Borrowers’ consolidated financial condition that are not reflected on the financial statements delivered pursuant to Section 6.1(a),
Section 8.4(a) or Section 8.4(b), or in the notes thereto. No Credit Party nor Guarantor is subject to or restricted
by any franchise, contract, deed, charter restriction, or other instrument or restriction which could reasonably be expected to
result in a Material Adverse Effect.






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Section 7.29.Acts
of God and Labor Matters. Neither the business nor the properties of any Credit Party or Guarantor has been affected by any
fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or other casualty (whether or not covered by insurance),
which could reasonably be expected to result in a Material Adverse Effect. There is (a) no unfair labor practice complaint pending
or, to the knowledge of any Credit Party or Guarantor, threatened against any Credit Party or Guarantor or any of their respective
Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or, to the knowledge of any Credit
Party or Guarantor, threatened against any Credit Party or Guarantor or any of their respective Subsidiaries which arises out of
or under any collective bargaining agreement, (b) no strike, labor dispute, lockout, slowdown, stoppage or similar action or grievance,
pending or, to Credit Parties’ or Guarantor’s knowledge, threatened against any Credit Party or Guarantor or any of
their respective Subsidiaries that could reasonably be expected to result in a material liability and (c) no union certification
application or representation petition existing with respect to the employees of any Credit Party or Guarantor or any of their
respective Subsidiaries, and no union organizing activities are taking place with respect to any of the employees of any Credit
Party or Guarantor or any of their respective Subsidiaries. No Credit Party nor Guarantor nor any of their respective Subsidiaries
has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which
remains unpaid or unsatisfied. The hours worked and payments made to employees of each Credit Party and Guarantor and each of their
respective Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements,
except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. All material payments due from any Credit Party or Guarantor or any of their respective Subsidiaries on account
of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of
Credit Parties and Guarantor, except where the failure to do so could not individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.


Section 7.30.Environmental
and Other Laws. (a) Except as individually or in the aggregate could not result in a Material Adverse Effect, each Credit Party
and Guarantor is conducting its business in material compliance with all Applicable Laws, including Environmental Laws, and is
in compliance with all licenses and permits required under any such laws; (b) to the knowledge of Credit Parties and Guarantor,
(i) none of the operations or properties of any Credit Party or Guarantor is the subject of federal, state or local investigation
evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment
or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, except
as set forth on Schedule 7.30 and (ii) no Credit Party’s nor Guarantor’s nor any of their respective Subsidiaries’
properties or assets has ever been used by a Credit Party or Guarantor or any of their respective Subsidiaries or any previous
owner or operator in the disposal of, or to produce, store, handle, treat, release, or transport any Hazardous Materials, where
such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any
applicable Environmental Law; (c) no Credit Party nor Guarantor has (and to the knowledge of Credit Parties and Guarantor, no other
Person has) filed any notice under any Applicable Law indicating that any Credit Party or Guarantor or any of their respective
Subsidiaries is responsible for the improper release into the environment, or the improper storage or disposal, of any material
amount of any Hazardous Materials or that any Hazardous Materials have been improperly released, or are improperly stored or disposed
of, upon any property of any Credit Party or Guarantor or any of their respective Subsidiaries; (d) no Credit Party nor Guarantor
has (nor have any Credit Party’s or Guarantor’s Subsidiaries) transported or arranged for the transportation of any
Hazardous Material to any location which is (i) listed on the National Priorities List under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental
Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on
any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations which may
lead to claims against such Credit Party or Guarantor for clean-up costs, remedial work, damages to natural resources or for personal
injury claims (whether under Environmental Laws or otherwise); and (e) no Credit Party nor Guarantor has any known material contingent
liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any
Hazardous Materials.






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Section 7.31.Security
Interests.


(a)       This
Agreement creates in favor of Lender a valid first priority security interest in the Collateral. Upon the filing of the UCC-1 financing
statements described in Section 6.1(e) hereof and the delivery of Control Agreements and recordings of filings to be made
with the United States Patent and Trademark Office or United States Copyright Office evidencing Lender’s Liens on registered
Proprietary Rights, as applicable, such security interests in and Liens on the Collateral granted thereby shall be perfected to
the extent perfection can be accomplished through such filings, agreements or recordings (subject to Permitted Liens), and


(b)       except
as contemplated in this Agreement, no further or subsequent filing, recording, registration, other public notice or other action
is necessary to perfect or otherwise continue, preserve or protect Lender’s security interest in the Collateral that may
be perfected by the filing of a financing statement pursuant to the UCC except (i) for continuation statements described in UCC
 §9.515(d), (ii) for filings required to be filed in the event of a change in the name, jurisdiction of organization, type
of organization or organizational structure of a Credit Party or Guarantor, or (iii) in the event any financing statement filed
by Lender relating hereto otherwise becomes inaccurate or incomplete.


Section 7.32.Commercial
Tort Claims. Schedule 7.32 sets forth all Commercial Tort Claims brought by any Credit Party or Guarantor against any
Person as of the most recent Reporting Date. If any Credit Party or Guarantor brings a Commercial Tort Claim against any Person
on or after such Reporting Date, such Schedule shall be updated promptly, and in any event, within five (5) Business Days of such
Credit Party or Guarantor bringing such Commercial Tort Claim against such Person.


Section 7.33.Common
Enterprise. The successful operation and condition of each of the Borrowers is dependent on the continued successful performance
of the functions of the group of Borrowers as a whole and the successful operation of each of the Borrowers is dependent on the
successful performance and operation of each other Borrower. Each Borrower expects to derive benefit (and its board of directors,
manager(s), general partner(s) or other governing body has determined that it may reasonably be expected to derive benefit), directly
and indirectly, from (i) successful operations of each of the other Borrowers and (ii) the credit extended by the Lender to
the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined
that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Borrower is within
its purpose, will be of direct and indirect benefit to such Borrower, is in its best interest and necessary or convenient to the
conduct, promotion or attainment of the business of such Borrower, its wholly owned direct or indirect Subsidiaries and/or its
direct or indirect parent. Guarantor has determined that execution, delivery and performance of this Agreement and any other Loan
Document to which it is a party (including without limitation, its Guaranty Agreement) is within its purpose, will be of direct
and indirect benefit to Guarantor, is in its best interest and is necessary or convenient to the conduct, promotion, or attainment
of the business of Guarantor.


Section 7.34.Anti-Terrorism
Laws.


(a)       No
Credit Party nor Guarantor nor any Subsidiary of any Credit Party or Guarantor is in violation of any Anti-Terrorism Law or engages
in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law.






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(b)       No
Credit Party nor Guarantor nor any Subsidiary of any Credit Party or Guarantor, nor to the knowledge of any Credit Party or Guarantor,
their respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any
of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject
to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of,
any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a
Person or entity with which Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive
Order No. 13224; (v) a Person or entity that is named as a “specially designated national” on the most current list
published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or
other replacement official publication of such list, or (vi) a Person or entity who is affiliated or associated with a Person or
entity listed above. No Credit Party nor Guarantor nor any Subsidiary of any Credit Party or Guarantor, nor to the knowledge of
any Credit Party or Guarantor, their respective agents acting in any capacity in connection with the Loans or other transactions
hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for
the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order No. 13224.


Section 7.35.Trading
with the Enemy. No Credit Party nor Guarantor has engaged, nor does it intend to engage, in any business or activity prohibited
by the Trading with the Enemy Act.


Section 7.36.Anti-Corruption
Laws and Sanctions. Each Credit Party and Guarantor and each of their respective Subsidiaries, and, to the knowledge of such
Credit Party and Guarantor, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects and have instituted and maintain policies and procedures designed to promote
and achieve compliance with such laws. None of the Credit Parties or Guarantor or any of their Subsidiaries or, to the knowledge
of Credit Parties or Guarantor, their respective directors, officers, employees, agents or representatives (a) is a Sanctioned
Person, (b) is a Person owned or controlled by a Sanctioned Person, (c) is located, organized or resident in a Sanctioned Country
or (d) has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (i)
with any Sanctioned Person, (ii) in any Sanctioned Country or (iii) otherwise in violation with any Sanctions. No Loan or use of
proceeds of the Loans has or will violate Anti-Corruption Laws or applicable Sanctions.


Section 7.37.Health
Care Matters. 


(a)Compliance
with Health Care Laws. Each Credit Party and Guarantor is in material compliance with all Health Care Laws, and no circumstance
exists or event has occurred which could reasonably be expected to result in a violation of any Health Care Law.


(b)Health
Care Permits. Each Credit Party and Guarantor holds all Health Care Permits necessary for it to own, lease, sublease, or operate
its assets or to conduct its business or operations for the period covered by such Health Care Permit. All such Health Care Permits
are in full force and effect and there is no material default under, violation of, or other noncompliance with the terms and conditions
of any such Health Care Permit. No condition exists or event has occurred which, in itself, or with the giving of notice or lapse
of time or both, has resulted or would result in the suspension, revocation, termination, restriction, limitation, modification,
or nonrenewal of any Health Care Permit. No Governmental Authority has taken, or to the knowledge of any Credit Party or Guarantor,
intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any Health Care
Permit of any Credit Party or Guarantor.






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(c)Licensed
Personnel. In each case to the knowledge of each Credit Party and Guarantor, each Person employed, retained or contracted by
any Credit Party or Guarantor and involved in the delivery of health care or medical services or supplies (collectively, the “Licensed
Personnel”) has complied and currently is in compliance with all applicable Health Care Laws and holds, and, at all times
that such Persons have been Licensed Personnel of any Credit Party or Guarantor, has held, all professional licenses and other
Health Care Permits required in the performance of such Licensed Personnel’s duties for such Credit Party or Guarantor, and
each such Health Care Permit is in full force and effect and no suspension, revocation, termination, impairment, modification or
nonrenewal of any such Health Care Permit is pending or threatened in writing.


(d)Accreditation.
Each Credit Party and Guarantor and each of their respective Subsidiaries have obtained and maintain accreditation in good standing
and without limitation or impairment by all applicable accrediting organizations, to the extent prudent and customary in the industry
in which it is engaged or required by law (including any foreign law or equivalent regulation).


(e)Proceedings;
Audits. There is no pending (or, to the knowledge of any Credit Party or Guarantor, threatened) investigation, inquiry, litigation,
review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case, whether civil, criminal, administrative,
investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority
or arbitrator) (collectively, a “Proceeding”) against or affecting (i) any Credit Party or Guarantor, to the
knowledge of any Credit Party or Guarantor, any Licensed Personnel, relating to any actual or alleged noncompliance with any Health
Care Law or requirement of any Third Party Payor, or (ii) any customer of any Credit Party or Guarantor, relating to any actual
or alleged noncompliance with any Health Care Law or requirement of any Third Party Payor in connection with an arrangement with
or the activities of any Credit Party or Guarantor. There are no facts, circumstances or conditions that would reasonably be expected
to form the basis for any such Proceeding against or affecting any Credit Party or Guarantor, to the knowledge of any Credit Party
or Guarantor, any Licensed Personnel. There currently exist no restrictions, deficiencies, required plans of correction or other
such remedial measures with respect to any Health Care Permit of any Credit Party or Guarantor, or the participation by any Credit
Party or Guarantor in any Third Party Payor program or network. Without limiting the foregoing, no validation review, program integrity
review, audit or other investigation in connection with any Health Care Law and related to any Credit Party or Guarantor or its
operations, or the consummation of the transactions contemplated in the Loan Documents or related to the Collateral, (i) has been
conducted by or on behalf of any Governmental Authority, or (ii) is scheduled, pending or, to the knowledge of any Credit Party
or Guarantor, threatened in writing, in each case that would reasonably be expected to have, in the aggregate, a Material Adverse
Effect.


(f)Overpayments.
No Credit Party nor Guarantor (i) has knowingly retained an overpayment received from, or failed to refund any amount due
to, any Third Party Payor in violation of any Health Care Law or contract; or (ii) has received written notice of, or
has knowledge of, any overpayment or refunds due to any Third Party Payor.






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(g)Material
Statements. No Credit Party nor Guarantor, nor any officer, employee or agent of any Credit Party or Guarantor, has made an
untrue statement of a material fact or fraudulent statement to any Governmental Authority, or failed to disclose a material fact
that must be disclosed to any Governmental Authority.


(h)Prohibited
Transactions. No Credit Party nor Guarantor, nor any officer or managing employee of any Credit Party or Guarantor, directly
or indirectly, has done any of the following, except to the extent any of the following, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect: (i) offered, paid, solicited or received any remuneration, in
cash or in kind, or made any financial arrangements, in violation of any Health Care Law; (ii) given or agreed to give, or
is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or
description (whether in money, property or services) in violation of any Health Care Law; (iii) made or agreed to make, or
is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property
to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the
purpose of such contribution, payment or gift is or was illegal under the laws of any Governmental Authority having jurisdiction
over such payment, contribution or gift; (iv) established or maintained any unrecorded fund or asset for any purpose or made
any misleading, false or artificial entries on any of its books or records for any reason; or (v) made, or agreed to make,
or is aware that there has been made or that there is any agreement to make, any payment to any Person with the intention or understanding
that any part of such payment would be in violation of any Health Care Law or used or was given for any purpose other than that
described in the documents supporting such payment. To the knowledge of each Credit Party and Guarantor, no Person has filed or
has threatened in writing to file against any Credit Party or Guarantor an action under any federal or state whistleblower statute,
including, without limitation, under the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.).


(i)Exclusion.
No Credit Party nor Guarantor, nor any owner, officer, director, partner, agent, managing employee or Person with a “direct
or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) in any Credit Party or Guarantor,
nor, to the knowledge of any Credit Party or Guarantor, any Licensed Personnel of any Credit Party or Guarantor, has been (or has
been threatened to be) (i) excluded from any Third Party Payor program pursuant to 42 U.S.C. § 1320a-7 or related regulations,
(ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to
the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (42
C.F.R. Subpart 9.4), or other applicable laws or regulations, (iii) debarred, disqualified, suspended or excluded from participation
by any Third Party Payor or is listed on the General Services Administration list of excluded parties, nor is any such debarment,
disqualification, suspension or exclusion threatened or pending, or (iv) made a party to any other action by any Governmental Authority
that may prohibit it from selling products or providing services to any governmental or other purchaser pursuant to any federal,
state or local laws or regulations.






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(j)Corporate
Integrity Agreement. Except as where any of the following would not be reasonably expected to result in a Material Adverse
Effect, no Credit Party nor Guarantor, nor any owner, officer, director, partner, agent, managing employee or Person with a “direct
or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §1001.1001) in any Credit Party or Guarantor,
is a party to, or bound by, any material order, individual integrity agreement, corporate integrity agreement, corporate compliance
agreement, or deferred prosecution agreement.


Section 7.38.Continuing
Representations. All representations and warranties under this Agreement shall survive the execution and delivery of this Agreement.


ARTICLE
VIII

AFFIRMATIVE COVENANTS


Until termination
of this Agreement and the indefeasible payment and performance in full of the Obligations (other than contingent indemnification
obligations), each Credit Party and Guarantor, as applicable, agrees, jointly and severally, as follows:


Section 8.1.Existence
and Good Standing. Each Credit Party and Guarantor shall maintain (a) its existence and good standing in its jurisdiction of
organization and (b) its qualification and good standing in all other jurisdictions in which the failure to maintain such qualification
or good standing could reasonably be expected to result in a Material Adverse Effect.


Section 8.2.Compliance
with Agreements and Laws. Each Credit Party and Guarantor will perform all obligations it is required to perform under the
terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument
or obligation to which it is a party or by which it or any of its properties is bound, except where failure to do so could not
reasonably be expected to result in a Material Adverse Effect. Each Credit Party and Guarantor will conduct its business and affairs
in compliance with all Applicable Laws applicable thereto, except where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect. Each Credit Party and Guarantor shall, and shall ensure that each of its Subsidiaries will
(a) conduct its business in compliance with all Anti-Corruption Laws and Anti-Terrorism Laws and (b) maintain policies and procedures
designed to promote and achieve compliance with Anti-Corruption Laws. Each Credit Party and Guarantor will cause all licenses and
permits necessary for the conduct of its business and the ownership and operation of its property used and property reasonably
expected to be used in the conduct of its business to be at all times maintained in good standing and in full force and effect,
except where failure to do so could not reasonably be expected to result in a Material Adverse Effect.


Section 8.3.Books
and Records. Each Credit Party and Guarantor shall maintain at all times correct and complete books and records in which complete,
correct and timely entries are made of its transactions in accordance with GAAP applied consistently with the audited financial
statements required to be delivered pursuant to Section 8.4.


Section 8.4.Financial
Reporting. Borrower Representative and, to the extent required hereby, each other Credit Party and Guarantor, shall promptly
furnish to Lender all such financial information with respect to Credit Parties and Guarantor as Lender may reasonably request.
Without limiting the foregoing, Borrower Representative and, to the extent required hereby, Parent and each Consolidated Subsidiary,
will furnish to Lender the following:






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(a)       As
soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year, (i) consolidated audited
balance sheets, and statements of income and expense, cash flow and of stockholders’ equity for Parent and its Consolidated
Subsidiaries for such Fiscal Year, and the accompanying notes thereto, and (ii) beginning in the Fiscal Year 2020 and thereafter,
unaudited consolidating balance sheets, and statements of income and expense, cash flow and of stockholders’ equity for Parent
and its Consolidated Subsidiaries, each prepared in accordance with GAAP, in reasonable detail and fairly presenting the financial
position and results of operations of Parent and its Consolidated Subsidiaries as of the date thereof and for the Fiscal Year then
ended. Such audited statements shall be examined in accordance with generally accepted accounting standards by independent certified
public accountants selected by Parent and reasonably satisfactory to Lender, whose report thereon shall not be qualified in any
respect. Parent and each Consolidated Subsidiary hereby authorizes Lender to communicate directly with its certified public accountants
and, by this provision, authorizes such accountants to disclose to Lender any and all financial statements and other supporting
financial documents and schedules relating to Parent and its Consolidated Subsidiaries and to discuss directly with Lender the
finances and affairs of Parent and its Consolidated Subsidiaries.


(b)       As
soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Quarter, consolidated (and,
beginning January 2020 and thereafter, consolidating) unaudited balance sheets of Parent and its Consolidated Subsidiaries as of
the end of such Fiscal Quarter, and consolidated (and, beginning January 2020 and thereafter, consolidating) unaudited statements
of income and expense and cash flow for Parent and its Consolidated Subsidiaries for such Fiscal Quarter and for the period from
the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position
and results of operations of Parent and its Consolidated Subsidiaries as of the date thereof and for such Fiscal Quarters, and
prepared in accordance with GAAP applied consistently with the audited financial statements required by Section 8.4(a).
Borrower Representative shall certify by a certificate signed by a Responsible Officer of Borrower Representative that all such
statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments and the absence
of footnote disclosure, Parent’s and its Consolidated Subsidiaries’ financial position as of the dates thereof and
its results of operations for the Fiscal Quarters then ended.


(c)       Annually,
on or prior to December 31 of each Fiscal Year (and not sooner than November 30 of such Fiscal Year) of Parent, annual forecasts
(to include forecasted consolidated balance sheets, statements of income and expenses and statements of cash flow) for Parent and
its Consolidated Subsidiaries as of the end of and for each Fiscal Month of the succeeding Fiscal Year of Parent.


(d)       As
soon as available, but in any event not later than fifteen (15) days after Parent’s or any Consolidated Subsidiary’s
receipt thereof, a copy of all management reports and management letters prepared for Parent and its Consolidated Subsidiaries
by any independent certified public accountants of Parent and its Consolidated Subsidiaries.


(e)       Promptly
after filing, but in any event not later than ninety (90) days after any Credit Party’s or Guarantor’s filing thereof,
a copy of each tax return filed by each Credit Party and Guarantor.


(f)       Promptly
after receipt thereof, copies of all non-Lender bank statements in respect of any Deposit Account or Securities Account of any
Credit Party or Guarantor (which may be satisfied by providing Lender electronic read-only access to such accounts).






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(g)       Such
additional information as Lender may from time to time reasonably request regarding the financial and business affairs of Credit
Parties, Guarantor or any of their respective Subsidiaries.


Section 8.5.Collateral
Reporting. Borrower Representative, on behalf of all Borrowers, shall provide the following to Lender:


(a)       On
the twentieth (20th) day of each month (and reporting as of the last day of the prior calendar month), at the time of
each request for a Revolving Loan and at any other time requested by Lender, a Borrowing Base Certificate including (i) a detailed
calculation of the Borrowing Base, (ii) a certification of Eligible Accounts, Eligible Inventory, Eligible Equipment, and Eligible
Rolling Stock and (iii) all supporting documents and information (including, without limitation, sales journals, credit memos,
cash receipts journals and reconciliation of changes from the most recent certificate delivered to Lender);


(b)       Monthly,
or anytime a borrowing is requested, not later than the twentieth (20th) day of each Fiscal Month:


(i)       a
schedule of Accounts and a schedule of payments on Accounts, as of the last day of the preceding Fiscal Month;


(ii)       a
reconciliation to the Borrowing Base as calculated in the most recent Borrowing Base Certificate delivered to Lender, in the form
prescribed by Lender;


(iii)       an
aging of Borrowers’ Accounts as of the last day of the preceding Fiscal Month, showing (A)(i) Accounts aged 30 days or less
from date of invoice, (ii) Accounts aged over 30 days, but less than 61 days, from date of invoice, (iii) Accounts aged over 60
days, but less than 91 days, from date of invoice, (iv) Accounts aged over 90 days, but less than 120 days, from date of invoice,
and (v) Accounts aged 120 days or more from date of invoice and (B) a listing of the name and complete address of each Account
Debtor and such other information as Lender may request and (C) a reconciliation to the previous calendar month’s aging of
Borrowers’ Accounts and to Borrowers’ general ledgers;


(iv)       an
aging of Borrowers’ accounts payable (including the due date for each account payable) as of the last day of the preceding
Fiscal Month;


(v)       Inventory
reports as of the last day of the preceding Fiscal Month, by category and location, with detail showing additions to and deletions
from Inventory, together with a reconciliation to the general ledger;


(vi)       at
Lender’s request, copies of invoices and supporting delivery or service records, copies of credit memos or other advices
of credit or reductions against amounts previously billed, shipping and delivery documents, purchase orders and such other copies
or reports in respect of any Collateral as Lender may request from time to time; and


(vii)       semiannually,
on or before the last Business Day in June and December of each year, or more often at Lender’s request, a listing of each
Account Debtor in respect of Borrowers’ Accounts, with full contact information for each such Account Debtor (including,
without limitation, the complete address, contact person, phone number and email address) and such other information as Lender
may request in respect of the Borrowers’ Accounts.






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For any request for a Revolving Loan
prior to the twentieth day of a Fiscal Month and after the last day of the preceding Fiscal Month, the requirement to deliver any
of the foregoing items that refer to the last day of the preceding Fiscal Month shall be satisfied by delivering copies of such
items that were delivered for the preceding Fiscal Month. Each Borrowing Base Certificate, schedule, reconciliation, aging, copy
or report delivered to Lender shall bear a signed statement by a Responsible Officer of Borrower Representative certifying the
accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall
in each instance constitute a representation and warranty by each Borrower to Lender that (A) no Account included therein as an
Eligible Account should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of “Eligible
Account”, (B) no Inventory included therein as Eligible Inventory should be excluded from inclusion in the Borrowing Base
pursuant to the terms of the definition of “Eligible Inventory”, (C) no Equipment included therein as Eligible
Equipment should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of “Eligible Equipment”,
and (D) no Rolling Stock included therein as Eligible Rolling Stock should be excluded from inclusion in the Borrowing Base pursuant
to the terms of the definition of “Eligible Rolling Stock”. In the event any request for a Revolving Loan or a Borrowing
Base Certificate or other information required by this Section 8.5 is delivered to Lender by Borrower Representative electronically
or otherwise without signature, such request, or such Borrowing Base Certificate or other information shall, upon such delivery,
be deemed to be signed and certified on behalf of Borrower Representative by a Responsible Officer thereof and constitute
a representation to Lender as to the authenticity thereof. Lender shall have the right to review and adjust any such calculation
of the Borrowing Base to reflect exclusions from Eligible Accounts, Eligible Inventory, Eligible Equipment, or Eligible Rolling
Stock, reserves pursuant to Section 2.1, declines in value of Collateral or such other matters as are necessary to determine
the Borrowing Base. Lender shall have the continuing right to establish and adjust reserves in determining or re-determining the
Borrowing Base, pursuant to Section 2.1.


Section 8.6.Compliance
Certificate. With each of the financial statements delivered pursuant to Section 8.4(a) and Section 8.4(b),
respectively, Borrower Representative shall deliver to Lender a certificate signed by a Responsible Officer of Borrower Representative
(i) setting forth in reasonable detail the calculations required to establish that Parent and its Consolidated Subsidiaries were
in compliance with the covenants set forth in Section 9.14 during the period covered in such financial statements and
as of the end thereof and (ii) stating that, except as explained in reasonable detail in such certificate (A) all of
the representations and warranties of Credit Parties and Guarantor contained in this Agreement and the other Loan Documents are
correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that
are solely effective as of a particular date, which shall be correct and complete in all material respects as of such particular
date, (B) on the date of such certificate, Credit Parties and Guarantor are in compliance in all material respects with all of
their respective covenants and agreements in this Agreement and the other Loan Documents and (C) no Default or Event of Default
then exists or existed during the period covered by such financial statements. If such certificate discloses that a representation
or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed
or exists, such certificate shall set forth what action Credit Parties and Guarantor have taken or propose to take with respect
thereto.






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Section 8.7.Notification
to Lender.


(a)       Credit
Parties and Guarantor shall notify Lender in writing immediately (i) of the occurrence of any Default or Event of Default,
(ii) after becoming aware of any event or circumstance, including without limitation any pending or threatened action, suit
or claim by any Person, any pending or threatened investigation by a Governmental Authority or any violation of any Applicable
Law, that would be treated as a contingent liability of any Credit Party or Guarantor under GAAP and is in an amount in excess
of $250,000 or which could reasonably be expected to result in a Material Adverse Effect, (iii) if any Credit Party’s
or Guarantor’s board of directors, other governing boards or committees, members or partners authorizes the filing by such
Credit Party or Guarantor of a petition in bankruptcy, (iv) of the acceleration of the maturity of any Debt owed by any Credit
Party or of any default by any Credit Party under any indenture, mortgage, agreement, contract or other instrument to which such
Credit Party is a party or by which any of its properties is bound and is in an amount in excess of $100,000, (v) of any claim
under any Environmental Law or in respect of any Hazardous Materials of $100,000 or more, any notice of potential liability under
any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Credit Party or
Guarantor or with respect to any Credit Party’s or Guarantor’s properties, and (vi) of any other development that results,
or could reasonably be expected to result, in a Material Adverse Effect. Each notice given shall describe the subject matter thereof
in reasonable detail and specify the action that Credit Parties and Guarantor have taken or propose to take with respect thereto.


(b)       Credit
Parties and Guarantor shall give Lender at least thirty (30) days prior written notice of the Digirad Health Transfer and shall
promptly (i) deliver to Lender new original stock certificates representing the Equity Interests transferred to Digirad Health,
together with stock powers duly executed in blank, (ii) deliver to Lender an updated Schedule 7.1 hereto, (iii) deliver
to Lender an updated Schedule 1.1 to the Pledge Agreement, and (iv) execute and deliver (or cause to be executed and delivered)
all other documents and take (or cause to be taken) all other actions that Lender reasonably requests in connection with the Digirad
Health Transfer.


(c)       Credit
Parties and Guarantor shall give Lender at least ten (10) Business Days prior written notice if Digirad is to be delisted and no
longer publicly traded on the NASDAQ Stock Market pursuant to a voluntary delisting and prompt written notice of any involuntary
delisting.


Section 8.8.Accounts.
If any Borrower becomes aware of any matter adversely affecting the collectability of any Account of any Borrower involving an
amount greater than $100,000, including information regarding the Account Debtor’s creditworthiness, such Borrower will promptly
so advise Lender. Each Borrower hereby agrees to promptly notify Lender of all disputes and claims in excess of $100,000 with respect
to any Account Debtor of such Borrower. No discount, credit or allowance shall be granted to any such Account Debtor without Lender’s
prior written consent. Borrowers shall deliver to Lender a copy of each credit memorandum upon demand by Lender.


Section 8.9.Inventory.


(a)       All
Inventory shall be held for sale in the ordinary course of Credit Parties’ and Guarantor’s business, and is and will
be fit for such purpose. Credit Parties and Guarantor will keep the Inventory in good and marketable condition, at their own expense.
No Borrower will acquire or accept any Inventory on consignment or approval. No Borrower will sell any Inventory on a bill-and-hold,
guaranteed sale, sale and return, sale on approval, consignment or other repurchase or return basis.






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(b)       Borrowers
will maintain a perpetual inventory system at all times. Borrowers will conduct a physical count of the Inventory at least once
per Fiscal Year and at Lender’s request, within thirty (30) days of conducting any physical count, Borrowers shall supply
Lender with a copy of such count.


(c)       Borrowers
shall promptly report to Lender in writing any Inventory returned by an Account Debtor involving an amount in excess of $150,000.
All such returned Inventory shall be segregated from all other Inventory, and shall not be reportable as Eligible Inventory unless
and until Borrowers demonstrate to Lender’s satisfaction that such returned Inventory is in saleable condition and meets
all criteria for Eligible Inventory. Unless otherwise agreed by Lender, the amount of Borrowers’ Accounts relating to such
returned Inventory shall be deemed excluded from Eligible Accounts. No Borrower shall issue any credits or allowances with respect
to such returned Inventory without Lender’s prior written consent. All returned Inventory shall be subject to Lender’s
Liens.


Section 8.10.Equipment,
Machinery and Rolling Stock. Credit Parties and Guarantor will maintain, preserve, protect and keep all Equipment, Machinery
and Rolling Stock in good condition, repair and working order, ordinary wear and tear excepted, and will cause such Equipment,
Machinery and Rolling Stock to be used and operated in a good and workmanlike manner, in accordance with Applicable Law and in
a manner which will not make void or cancelable any insurance with respect to such Equipment, Machinery and Rolling Stock. Credit
Parties and Guarantor will promptly make or cause to be made all repairs, replacements and other improvements to or in connection
with such Equipment, Machinery and Rolling Stock which are necessary or desirable or that Lender may request to such end. Current
maintenance records will be maintained on all Equipment, Machinery and Rolling Stock and made available to Lender upon request.
Borrowers will promptly furnish to Lender a statement respecting any loss or damage to any of such Equipment, Machinery, or Rolling
Stock with an aggregate value in excess of $150,000. No Credit Party nor Guarantor will alter or remove any identifying symbol
or number on any Equipment, Machinery or Rolling Stock or permit any of the Collateral which constitutes Equipment to at any time
become so related or attached to, or used in connection with any particular real property so as to become a fixture upon such real
property, or to be installed in or affixed to other goods so as to become an accession to such other goods unless such other goods
are also included in the Collateral and as to which Lender has a first priority Lien.


Section 8.11.Insurance.
Credit Parties and Guarantor shall, keep and maintain insurance with respect to their business and all Collateral, wherever located,
covering liabilities, losses or damages as are customarily insured against by other Persons in the same or similar business and
similarly situated or located. All such policies of insurance shall be written by financially sound and reputable insurers reasonably
acceptable to Lender. Such insurance shall be with respect to loss, damages, and liability of amounts acceptable to Lender and
shall include, at a minimum, business interruption, workers compensation, general premises liability, fire, theft, casualty and
all risk. Credit Parties and Guarantor will make timely payment of all premiums required to maintain such insurance in force. Credit
Parties and Guarantor shall cause Lender to be an additional insured and lenders loss payee under all policies of insurance covering
any of the Collateral, to the extent of Lender’s interest, in form satisfactory to Lender, and shall cause a lenders loss
payable endorsement to be issued in favor of Lender in respect of Credit Parties’ and Guarantor’s property insurance.
All insurance proceeds paid to Lender shall be applied in reduction of the Obligations unless otherwise agreed by Lender. Credit
Parties and Guarantor shall deliver copies of each insurance policy to Lender upon request.






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Section 8.12.Payment
of Trade Liabilities, Taxes, Etc. Each Credit Party and Guarantor will (a) timely file all required tax returns including any
extensions; (b) timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income,
profits or property before the same become delinquent; (c) timely (and in any event within ninety (90) days past the original invoice
billing date), pay all material liabilities owed by it on ordinary trade terms to vendors, suppliers and other Persons providing
goods and services used by it in the ordinary course of its business; (d) pay and discharge when due all other material liabilities
now or hereafter owed by it, other than royalty payments suspended in the ordinary course of business; and (e) maintain appropriate
accruals and reserves for all of the foregoing in accordance with GAAP. A Credit Party or Guarantor may, however, delay paying
or discharging any of the foregoing so long as (i) it is in good faith contesting the validity thereof by appropriate proceedings
promptly instituted and diligently conducted and has set aside on its books adequate reserves therefore in accordance with GAAP,
and (ii) none of the Collateral would become subject to forfeiture, any Lien (other than a Permitted Lien not prior to Lender’s
Lien on the Collateral) or loss as a result of such delay or contest.


Section 8.13.Protective
Advances. Borrowers hereby agree to immediately pay Lender for any Protective Advances made by the Lender on their behalf or
in respect of any Collateral and such amounts are due and payable by Borrowers on the date such Protective Advances are so made.


Section 8.14.Evidence
of Compliance. Credit Parties and Guarantor will furnish to Lender at Credit Parties’ and Guarantor’s expense all
evidence which Lender may from time to time reasonably request in writing as to the accuracy and validity of or compliance with
all representations, warranties and covenants made by Credit Parties and Guarantor, as applicable, in the Loan Documents, the satisfaction
of all conditions contained therein, and all other matters pertaining thereto.


Section 8.15.Environmental
Matters; Environmental Reviews.


(a)       Each
Credit Party and Guarantor will, and will cause its Subsidiaries to, comply in all material respects with all Environmental Laws
now or hereafter applicable to such Person, as well as all contractual obligations and agreements with respect to environmental
remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws,
all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain
such authorizations in full force and effect, except for those which if not obtained or maintained could not reasonably be expected
to result in a Material Adverse Effect. No Credit Party nor Guarantor will do anything or permit anything to be done which will
subject any of its properties or Subsidiaries to any remedial obligations under, or result in noncompliance with applicable permits
and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of
all relevant facts, conditions and circumstances.


(b)       Credit
Parties and Guarantor will promptly furnish to Lender all written notices of violation, orders, claims, citations, complaints,
penalty assessments, suits or other proceedings received by any Credit Party or Guarantor, or of which Credit Parties and Guarantor
otherwise have notice, pending or threatened against any such Person by any Governmental Authority with respect to any alleged
violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with such Person’s
ownership or use of its properties or the operation of its business.


(c)       Credit
Parties and Guarantor will promptly furnish to Lender all requests for information, notices of claim, demand letters, and other
notifications, received by any Credit Party or Guarantor in connection with any Credit Party’s or Guarantor’s or any
of their respective Subsidiaries’ ownership or use of their properties or the conduct of its business, relating to potential
responsibility with respect to any investigation or clean-up of Hazardous Material at any location.






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Section 8.16.Subsidiaries;
Fundamental Information. In the event that a direct or indirect Subsidiary of any Credit Party is created or acquired or otherwise
comes into existence (which new Subsidiary must have been created or acquired in compliance with the terms hereof), then (a) such
Subsidiary shall (i) become party to this Agreement as a Borrower through a joinder agreement in form and substance acceptable
to Lender (a “Joinder Agreement”), (ii) execute and deliver to Lender a Perfection Certificate, and (iii) execute
and deliver to Lender such other documents, instruments and agreements as reasonably required by Lender in order to pledge such
Person’s real and personal property to Lender as security for the Obligations free and clear of any Liens (other than Permitted
Liens) and (b) the Credit Party parent of such Subsidiary shall execute and deliver to Lender a Pledge Agreement and such other
documents, instruments and agreements as reasonably required by Lender in order to pledge the Equity Interest of such new Subsidiary
(and confer such other rights as reasonably required by Lender in respect thereof) to Lender as security for the Obligations. Upon
creation of any new Subsidiary or any change to any fundamental information of any Credit Party from that set forth in Schedule
7.1 hereto, Credit Parties shall promptly (and in any event within three (3) days of such change) deliver to Lender an updated
Schedule 7.1 hereto.


Section 8.17.Further
Assurances. Credit Parties and Guarantor shall execute and deliver, or cause to be executed and delivered, to Lender such documents
and agreements, and shall take or cause to be taken such actions, as Lender may, from time to time, reasonably request to carry
out the terms and conditions of this Agreement and the other Loan Documents.


Section 8.18.Maintenance
of Properties. Each Credit Party and Guarantor will, and will cause its Subsidiaries to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


Section 8.19.Lien
Law. If any account or general intangible included in the Collateral represents money owing pursuant to any contract for the
improvement of real property or for a public improvement for purposes of the Lien Law of the State of New York (the “Lien
Law”), Borrowers shall comply with the filing requirements of the Lien Law and (i) give Lender notice of such fact; (ii)
receive and hold any money advanced by Lender with respect to such account or general intangible as a trust fund to be applied
to the payment of trust claims as such term is defined in the Lien Law (Section 71 or otherwise); and (iii) until such trust claim
is paid, not use or permit the use of any such money for any purpose other than the payment of such trust claims.


Section 8.20.Health
Care Laws. 


(a)       The
Credit Parties and Guarantor shall, at all times, comply in all material respects with all Health Care Laws.


(b)       Each
Credit Party and Guarantor shall:


(i)       obtain,
maintain and preserve, and take all necessary action to timely renew, all material Health Care Permits which are necessary or useful
in the proper conduct of its business;


(ii)       be
and remain in compliance with all requirements for participation in, and for licensure required to provide the goods or services
that are reimbursable by Medicare, Medicaid and other Third Party Payors;


(iii)       cause
all Licensed Personnel to be in compliance with all applicable Health Care Laws in the performance of their duties to or for any
Credit Party or Guarantor, and to maintain in full force and effect all professional licenses and other Health Care Permits required
to perform such duties;






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(iv)       keep
and maintain all records required to be maintained by any Governmental Authority or otherwise under any Health Care Law; and


(v)       cause
all business arrangements with hospitals, physicians, and other customers to be structured to comply with all Health Care Laws.


(c)Promptly
after knowledge thereof shall have come to the attention of any Responsible Officer of any Credit Party or Guarantor, such Credit
Party or Guarantor shall provide written notice of any of the following health care related events to Lender:


(i)       that
any Credit Party or Guarantor hereafter becomes subject to any federal or state governmental or private payor civil or criminal
investigations, inquiries or audits involving and/or related to its compliance with Health Care Laws;


(ii)       that
a Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in,
or an officer or member of senior management of, a Credit Party or Guarantor: (A) has had a civil monetary penalty assessed against
him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B) has been
excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject
of a proceeding seeking to assess such penalty; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any
of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding
seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant
to the False Claims Act under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seq.;


(iii)       receipt
by a Credit Party or Guarantor of any notice or communication from any applicable accrediting organization that such Person or
entity is (A) subject to or is required to file a plan of correction with respect to any accreditation survey, or (B) in danger
of losing its accreditation due to a failure to comply with a plan of correction;


(iv)       any
health care survey report relating to licensure or certification which includes any statement of deficiencies pertaining to a Credit
Party or Guarantor for which a plan of correction has not been submitted by the required due date or accepted by the applicable
Governmental Authority within thirty (30) days following timely submission of the plan of correction;


(v)       without
duplication, any failure of a Credit Party or Guarantor to comply with the covenants and conditions of this Section 8.20;
or


(vi)        promptly,
from time to time, such other health care related information regarding the operations, business affairs and financial condition
of any Credit Party or Guarantor, or compliance with the terms of any Loan Document, as the Lender may reasonably request.






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Section 8.21.Post-Closing
Requirements. To the extent not completed prior to the Agreement Date, the Credit Parties shall satisfy the requirements set
forth below on or prior to the dates set forth below:


(a)       On
or before the date which is thirty (30) days after the Agreement Date, the Credit Parties shall obtain Collateral Access Agreements,
executed and delivered to Lender by each landlord for the following locations: (a) the property located at 13100 Gregg Street,
Poway, California 92064, and (b) the property located at 51048 Industrial Court, Suite E, Suwanee, Georgia 30024.


(b)       On
or before the date which is thirty (30) days after the Agreement Date, the Credit Parties shall deliver to Lender customary insurance
endorsements, as required under Section 8.11, in form and substance satisfactory to Lender related to the property and liability
insurance policies of the Credit Parties, which name (whether directly or indirectly by reference to the requirements set forth
in this Agreement) Lender as additional insured or lender loss payee, as applicable, with respect to such insurance, and related
policy provisions reasonably requested by Lender.


(c)       On
or before the date which is fifteen (15) days after the Agreement Date, the Credit Parties shall deliver to Lender the original
certificates of title for all vehicles and Rolling Stock included in the Collateral and such information as Lender may require
for the purpose of having Lender’s Lien noted on such certificates of title.


(d)       On
or before the date which is ten (10) Business Days after the Agreement Date, the Credit Parties shall deliver, or cause to be delivered,
to Lender a Control Agreement with respect to each Deposit Account for which a Control Agreement is required under this Agreement.


(e)       On
or before the date which is two (2) Business Days after the Agreement Date, the Credit Parties shall deliver, or cause to be delivered,
to Lender or its designee all original stock certificates representing Equity Interests pledged to Lender pursuant to the Pledge
Agreement, together with transfer powers duly executed in blank.


(f)       On
or before the date which is forty-five (45) days after the Agreement Date, the Credit Parties shall deliver, or cause to be delivered,
to Lender releases of all tax liens on any property of any of the Credit Parties, duly executed by the applicable taxing authority.


 


ARTICLE
IX

NEGATIVE COVENANTS


Until termination
of this Agreement and the indefeasible payment and performance in full of the Obligations (other than contingent indemnification
obligations), each Credit Party and Guarantor, as applicable, agrees, jointly and severally, as follows:






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Section 9.1.Fundamental
Changes. No Credit Party shall enter into any transaction of merger, reorganization, consolidation, wind-up, liquidation, recapitalization
or dissolution (or suffer any liquidation or dissolution) except that (a) any Credit Party may merge with and into another Credit
Party provided that (i) a Borrower must be the surviving entity of any such merger to which it is party and no merger may
occur between Digirad Health and any other Borrower unless Digirad Health is the surviving entity, (b) a Credit Party may merge
with a Subsidiary of a Credit Party that is not a Credit Party so long as such Credit Party is the surviving entity of any such
merger, (c) any Credit Party (other than Digirad Health) shall be permitted to liquidate or dissolve so long as the assets of such
Credit Party are transferred to another Credit Party. No Credit Party will change its name, identity, jurisdiction of organization,
organizational type or location of its chief executive office or principal place of business unless such Credit Party (or Borrower
Representative, on behalf of such Credit Party) gives Lender at least thirty (30) days prior written notice thereof and executes
(or causes such applicable Credit Party to execute) all documents and takes (or causes such applicable Credit Party to take) all
other actions that Lender reasonably requests in connection therewith, including but not limited to the delivery of a legal opinion
to Lender, reasonably satisfactory in form and substance to Lender.





Section 9.2.Collateral
Locations. Except for Inventory in transit to a Credit Party or Guarantor in the ordinary course of business, no Credit Party
nor Guarantor will maintain any Collateral at any location other than those locations listed on Schedule 7.11 unless it
(i) gives the Lender at least thirty (30) days prior written notice thereof, (ii) delivers or causes to be delivered to Lender
all documents that Lender reasonably requests in connection therewith and, in the case of any leased location, at Lender’s
request, exercises commercially reasonable efforts to deliver to Lender a Collateral Access Agreement, in accordance with the terms
of Section 5.2, signed by the owner of such location, and (iii) takes all other actions that Lender reasonably requests
in connection therewith.


Section 9.3.Use
of Proceeds. Borrowers will not use any proceeds of any Loan, directly or indirectly, for any purpose other than (a) on the
Agreement Date, to pay transactional fees, costs and expenses incurred in connection with the Loan Documents, (b) on the Agreement
Date, to refinance or pay off indebtedness for money borrowed prior to the Agreement Date, and (c) on the Agreement Date and thereafter,
for general corporate purposes. No Borrower will use any Letter of Credit for any purpose other than for its general corporate
purposes. Borrowers will not use any proceeds of any Loan or use any Letter of Credit, directly or indirectly, to purchase or carry
margin stock, repay or otherwise refinance indebtedness incurred to purchase or carry Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock. None of the Borrowers, the other Credit Parties or their Subsidiaries have
used or procured, nor shall they use or procure, the proceeds of any Loan or other extension of credit, or any Letter of Credit,
(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving money, or anything else of value,
to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person or any Blocked Person, or in any Sanctioned Country or (iii) in any manner
that would result in the violation of any Sanctions applicable to any party hereto.


Section 9.4.Business.
No Credit Party will (i) engage, directly or indirectly, in any line of business other than the businesses in which Credit Parties
are engaged on the Agreement Date and similar or related businesses associated therewith, or (ii) make any expenditure or
commitment or incur any obligation or enter into or engage in any transaction except, in each case, in the ordinary course of business.






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Section 9.5.Debt.
No Credit Party shall incur, create, assume or suffer to exist any Debt, other than the following (collectively, “Permitted
Debt”): (a) the Obligations, (b) trade payables and contractual obligations to suppliers and customers arising in the
ordinary course of business, (c) Subordinated Debt, (d) Debt, existing on the Agreement Date and described on Schedule 7.21,
and any related Refinancing Debt, (e) purchase money secured Debt (including Capital Leases) incurred to purchase Equipment, provided,
that the aggregate amount of such Debt outstanding does not exceed $1,000,000 at any one time outstanding, (f) Debt of such Credit
Party with respect to surety, appeal, indemnity, performance, or other similar bonds incurred in the ordinary course of business,
(g) Debt owing to any Person providing property, casualty, liability or other insurance to Credit Parties, so long as the amount
of such Debt does not exceed the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance
for the year in which such Debt is incurred and such Debt is outstanding only during such year, (h) Debt incurred in the ordinary
course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, or purchase cards
(including so-called “procurement cards” or “P-cards”), (i) Debt constituting Permitted Investments,
(j) Debt arising from endorsement of instruments or other payment items for deposit, (k) unsecured Debt incurred in respect of
netting services, overdraft protection, and other like services, in each case incurred in the ordinary course of business, (l)
guarantees by one Credit Party of Debt of another Credit Party otherwise permitted under this Section 9.5.


Section 9.6.Subordinated
Debt. No Credit Party shall make any payment or prepayment of, or redemption, purchase, retirement, defeasance, sinking fund
or similar payment with respect to (a) any Subordinated Debt, except as expressly permitted under the applicable Subordination
Agreement or (b) any Debt owing to a holder of such Person’s Equity Interests.


Section 9.7.Liens.
No Credit Party shall create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any
of them, except Permitted Liens. No Credit Party will enter into or become subject to any agreement whereby any Credit Party is
prohibited from, or would otherwise be in default as a result of, creating, assuming, incurring, or suffering to exist, directly
or indirectly, any Lien on any of its assets in favor of Lender.


Section 9.8.Disposition
of Property. No Credit Party will transfer, sell, assign, lease, license or otherwise dispose of any of its property, or agree
to do any of the foregoing, except any of the following (collectively, “Permitted Dispositions”):


(a)       use
of money or cash equivalents, not constituting proceeds of Collateral, in the ordinary course of business and in a manner that
is not prohibited by this Agreement;


(b)       sale
of Inventory in the ordinary course of business;


(c)       sale
or other disposition of Equipment in the ordinary course of business that is obsolete or no longer useable by such Credit Party
in the ordinary course of its business, provided, that (i) if such sale or disposition is made without replacement
of such Equipment, or such Equipment is replaced by Equipment leased by a Borrower, then all net proceeds of any such sale or disposition
shall be applied to the Obligations in accordance with the terms hereof or (ii) if such sale or disposition is made in connection
with the purchase by a Borrower of replacement Equipment, then such Borrower shall use the proceeds of such sale or disposition
to purchase such replacement Equipment (and any net proceeds of such sale or disposition not used in connection with the purchase
of replacement Equipment shall be applied to the Obligations in accordance with the terms hereof);


(d)       sales
or assignments of past-due receivables which do not constitute Eligible Accounts to a collection agency in the ordinary course
of business, only in connection with the compromise or collection thereof;






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(e)       the
license, on a non-exclusive basis, by such Credit Party of its Proprietary Rights in the ordinary course of business;


(f)       the
granting of Permitted Liens;


(g)       the
lapse of registered Proprietary Rights of any Credit Party or the abandonment of Proprietary Rights in the ordinary course of business
so long as, in each case (i) such Proprietary Rights are not material to the conduct of its or any other Credit Party’s
business, (ii) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (iii) such lapse
is not materially adverse to the interest of the Credit Parties;


(h)       the
making of Distributions that are expressly permitted pursuant to Section 9.10;


(i)       liquidation
or dissolution of a Credit Party permitted by Section 9.1; and


(j)       the
making of Permitted Investments.


Section 9.9.Sale
and Leaseback. No Credit Party shall directly or indirectly enter into any arrangement with any Person providing for any Credit
Party to lease or rent property that such Credit Party has sold or will sell or otherwise transfer to such Person.


Section 9.10.Distributions;
Capital Contribution; Redemption.


(a)       No
Credit Party shall directly or indirectly declare or make, or incur any liability to make, any Distribution, except:


(i)       Distributions
to any Borrower by its Subsidiaries;


(ii)       so
long as no Event of Default has occurred and is continuing or would result therefrom, cash Distributions by any Credit Party to
holders of its Equity Interests not exceeding the liability of each such holder for income taxes solely attributable to such Credit
Party’s net income;


(iii)       cash
Distributions directly or indirectly to Digirad in respect of its Equity Interests in any Credit Party, so long as (A) no Default
or Event of Default has occurred and is continuing or would result therefrom, (B) all Credit Parties and Guarantor, as applicable,
are in pro forma compliance with all financial covenants contained herein as of the date of and after giving effect to such Distribution,
(C) the aggregate amount of such Distributions does not exceed $5,300,000, (D) such Distributions are used for the purchase by
Digirad of real property from ATRM Holdings, Inc. or any Subsidiary thereof and for no other purpose, (E) the Guaranty Agreement
of Individual Guarantor is in full force and effect, and the validity or enforceability of such Guaranty Agreement is not being
contested or challenged, and (F) after giving effect to payment of (1) such Distribution, (2) all taxes due and owing, and (3)
all trade indebtedness such that no trade indebtedness is sixty (60) days or more past due, average Availability for the period
beginning on the later of the Agreement Date or the day which is ninety (90) days prior to such Distribution and ending on the
date of such Distribution is not less than $2,500,000 and Availability as of the date of such Distribution is not less than $2,500,000;
and






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(iv)       cash
Distributions directly or indirectly to Digirad in respect of its Equity Interests in any Credit Party, so long as (A) no Default
or Event of Default has occurred and is continuing or would result therefrom, (B) all Credit Parties and Guarantor, as applicable,
are in pro forma compliance with all financial covenants contained herein as of the date of and after giving effect to such Distribution,
and (C) after giving effect to payment of (1) such Distribution, (2) all taxes due and owing, and (3) all trade indebtedness such
that no trade indebtedness is sixty (60) days or more past due, average Availability for the period beginning on the later of the
Agreement Date or the day which is ninety (90) days prior to such Distribution and ending on the date of such Distribution is not
less than $4,000,000 and Availability as of the date of such Distribution is not less than $4,000,000.


(b)       No
Credit Party will, directly or indirectly: (i) make any capital contribution of any nature to any Person other than a Credit Party,
(ii) redeem or retire any share of the capital stock of or partnership or limited liability company interests in any other Credit
Party (whether such interests are now or hereafter issued, outstanding or created), or (iii) cause or permit any reduction or retirement
of the capital stock of any other Credit Party.


Section 9.11.Investments.
No Credit Party will acquire any assets other than in the ordinary course of business or otherwise meeting the requirements of
this Agreement. No Credit Party will make any Investment other than a Permitted Investment.


Section 9.12.Transactions
with Affiliates. No Credit Party will sell, lease or otherwise transfer any property or any assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other transactions with any Affiliate of any Credit Party,
except transactions (not including payment of any management, consulting, monitoring, advisory or other similar fees) that are
not otherwise restricted hereunder entered into between Credit Parties only in the ordinary course of such Credit Parties’
business, consistent with past practices and undertaken in good faith, upon fair and reasonable terms fully disclosed to Lender
in amounts and upon terms no less favorable to such Credit Parties than would be obtained in a comparable arm’s-length transaction
with a Person who is not an Affiliate. Without in any way limiting the foregoing, Credit Parties will not engage in any
transaction with, make any payment to, or transfer any property or assets to Star Procurement or provide any personnel or employees
to Star Procurement or for the performance of services by Star Procurement.


 


Section 9.13.New
Subsidiaries. No Credit Party shall organize, create or acquire any new Subsidiary without the consent of Lender (which shall
be in Lender’s sole discretion) and unless such Credit Party and new Subsidiary complies with Section 8.16; provided,
however, that (a) the Digirad Health Transfer shall be permitted, so long as the Credit Parties comply with Section 8.7(b),
and (b) Digirad Health may organize and create a new Subsidiary that is 100% owned directly or indirectly by Digirad Health, for
the purpose of transferring the assets of Digirad’s camera business to such Subsidiary, so long as the Credit Parties and
such new Subsidiary comply with Section 8.16 and all documentation and other matters pertaining to the formation of such
new Subsidiary are satisfactory to Lender in all respects.


Section 9.14.Financial
Covenants.


(a)       The
Fixed Charge Coverage Ratio for Parent and its Consolidated Subsidiaries for any Fiscal Quarter of Parent, determined as of the
last day of such Fiscal Quarter, shall not be less 1.25 to 1.0.


(b)       The
Leverage Ratio for Parent and its Consolidated Subsidiaries, for any Fiscal Quarter of Parent, determined as of the last day of
such Fiscal Quarter, shall not be greater than 3.50 to 1.0.


Section 9.15.Fiscal
Year; Accounting Method. No Credit Party nor Guarantor will change its Fiscal Year or its method of accounting (other than
as required to conform to GAAP).






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Section 9.16.Impairment
of Security Interest. Credit Parties and Guarantor will not take or fail to take any action which would in any manner impair
the value of, or the enforceability of Lender’s security interest in, any Collateral. Further, Credit Parties and Guarantor
will not adjust, settle, compromise, amend or modify any of their rights in the Collateral (other than in the ordinary course of
business).


Section 9.17.Prohibited
Contracts. Except as expressly provided for in the Loan Documents, no Credit Party will, directly or indirectly, enter into,
create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of a Credit Party
to: (a) pay dividends or make other distributions to such Credit Party, (b) redeem equity interests held in it by such Credit Party,
(c) repay loans and other indebtedness owing by it to such Credit Party, or (d) transfer any of its assets to such Credit Party.
No Credit Party will amend or permit any amendment to any contract or lease which releases, qualifies, limits, makes contingent
or otherwise detrimentally affects the rights and benefits of Lender under or acquired pursuant to any Loan Document.


Section 9.18.Deposit
Accounts and Securities Accounts. No Credit Party nor Guarantor shall establish or maintain any new Deposit Account or Securities
Account unless Lender shall have received a Control Agreement in respect thereof or shall otherwise have “control”
over such Deposit Account or Securities Account under the UCC in accordance with the terms of Section 5.3; provided,
however, no such Control Agreement shall be required for Excluded Accounts.


Section 9.19.Compliance
with ERISA. No Credit Party nor Guarantor shall, nor shall any Credit Party or Guarantor permit any of its Subsidiaries to:
(i) maintain, or permit any ERISA Affiliate to maintain, or become obligated to contribute, to any ERISA Benefit Plan other than
any ERISA Benefit Plans disclosed on Schedule 7.8, (ii) engage, or knowingly permit any ERISA Affiliate to engage, in any
non-exempt “prohibited transaction”, as that term is defined in section 406 of ERISA and Section 4975 of the IRC, (iii)
incur, or permit any ERISA Affiliate to incur, any “accumulated funding deficiency”, as that term is defined in Section
302 of ERISA or Section 412 of the IRC, (iv) terminate, or permit any ERISA Affiliate to terminate, any ERISA Benefit Plan where
such event could result in any liability of any Credit Party or Guarantor any ERISA Affiliate or the imposition of a lien on the
property of any Credit Party or Guarantor or any ERISA Affiliate pursuant to Section 4068 of ERISA, (v) assume, or permit any ERISA
Affiliate to assume any obligation to contribute to any Multiemployer Plan, (vi) incur or permit any ERISA Affiliate to incur,
any withdrawal liability to any Multiemployer Plan, (vii) fail promptly to notify the Lender of the occurrence of any Termination
Event, (viii) fail to comply in any material respect, or permit an ERISA Affiliate to fail to comply in any material respect, with
the requirements of ERISA or the IRC or other Applicable Law in respect of any ERISA Benefit Plan, (ix) fail to meet, or permit
any ERISA Affiliate to fail to meet, all minimum funding requirements under ERISA or the IRC or postpone or delay or allow any
ERISA Affiliate to postpone or delay any funding requirement with respect of any ERISA Benefit Plan.


ARTICLE
X

EVENT OF DEFAULT


Section 10.1.Event
of Default. Each of the following shall constitute an Event of Default under this Agreement:


(a)       any
failure by Borrowers to timely pay any of the Obligations when due;






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(b)       any
representation or warranty made or deemed made by any Credit Party, Guarantor or Individual Guarantor in any Loan Document, or
any financial or other written statement, or any information furnished by such Person to Lender shall be untrue in any material
respect as of the date on which made, deemed made or furnished;


(c)       any
noncompliance or breach of any requirements contained in:


(i)       Sections
5.3 through 5.5, Sections 8.1 through 8.7, Sections 8.10 through 8.12, Section 8.16, Section
8.20, Section 8.21 or Article IX;


(ii)       Section
8.8, or Section 8.9, and any such failure continues for a period of five (5) days; or


(iii)       any
provision of the Loan Documents other than those listed in clauses (i) and (ii) of this Section 10.1(c),
and such failure continues for a period of ten (10) days after the earlier of Borrower’s actual knowledge thereof or
written or verbal notice thereof by Lender to Borrower Representative;


(d)       any
Credit Party, Guarantor or Individual Guarantor shall (i) file a voluntary petition in bankruptcy or otherwise commence any
action or proceeding seeking reorganization, arrangement or readjustment of its debts, or consent to or acquiesce in any such petition,
action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, assignee, liquidator, custodian, trustee
or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv)
be generally unable to pay (or admit in writing that it is unable to pay) its debts as they become due;


(e)       an
involuntary petition shall be filed or an action or proceeding otherwise commenced seeking relief under the Bankruptcy Code in
respect of, or seeking any reorganization, arrangement, consolidation or readjustment of the debts of, any Credit Party, Guarantor
or Individual Guarantor under any other bankruptcy or insolvency law and any of the following events occur: (i) such Credit Party,
Guarantor or Individual Guarantor consents or acquiesces to the institution of such petition or proceeding, (ii) the petition commencing
such proceeding is not timely controverted, (iii) the petition commencing such proceeding is not dismissed within thirty (30) calendar
days of the filing date thereof, (iv) an interim trustee is appointed to take possession of all or any substantial portion of the
property or assets of, or to operate all or any substantial portion of the business of, such Credit Party, Guarantor or Individual
Guarantor or (v) an order for relief shall have been issued or entered therein; provided, that Lender shall have no obligation
to provide any extension of credit to Borrowers during such thirty (30) day calendar period specified in (iii) above;


(f)       a
receiver, interim receiver, receiver manager, assignee, liquidator, sequestrator, custodian, trustee or similar officer shall be
appointed for any Credit Party, Guarantor or Individual Guarantor or for all or any part of its property or a warrant of attachment,
execution or similar process shall be issued against any part of the property of any Credit Party, Guarantor or Individual Guarantor;


(g)       except
as otherwise permitted by Section 9.1, any Credit Party or Guarantor shall file a certificate of dissolution or shall be
liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up
or liquidation, or shall take any action in furtherance thereof, or Individual Guarantor shall die or become incompetent;






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(h)       any
default, event of default or other breach shall occur with respect to any Debt for borrowed money (other than the Obligations)
of any Credit Party or Guarantor in an outstanding principal amount which exceeds $100,000 and such default shall continue for
more than the period of grace, if any, therein with respect thereto, if the effect thereof (with or without the giving of notice
or further lapse of time or both) is to accelerate, or to permit the holder of any such Debt to accelerate, the maturity of any
such Debt, or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled
required prepayment) prior to the stated maturity thereof;


(i)       one
or more judgments, orders, decrees or arbitration awards is entered against any Credit Party or Guarantor involving in the aggregate
liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) of
$100,000 or more and either (i) there is a period of 30 consecutive days at any time after the entry of such judgment, order, decree
or award during which (1) the same is not discharged, satisfied, vacated or bonded pending appeal or (2) a stay of enforcement
thereof is not in effect or (ii) enforcement proceedings are commenced upon such judgment, order, decree or award;


(j)       the
filing or commencement of any attachment, sequestration, garnishment, execution or similar process, or other involuntary Lien (other
than Permitted Liens) or action, against or with respect to any Collateral;


(k)       any
Loan Document ceases to be in full force and effect or any Lien with respect to any material portion of the Collateral intended
to be secured thereby ceases to be, or is not, valid, perfected (for any reason other than the failure of Lender to file a financing
statement or continuation thereof to maintain perfection) and prior to all other Liens (other than Permitted Liens that are expressly
allowed to be prior pursuant to the terms hereof) or is terminated, revoked or declared void, or any Loan Document shall terminate
(other than in accordance with its terms with the written consent of Lender) or become void or unenforceable, or the validity or
enforceability of any Loan Document shall be contested by Credit Party, Guarantor or Individual Guarantor, or any Affiliate of
a Credit Party, Guarantor or Individual Guarantor;


(l)       any
event or circumstance occurs which, in the Permitted Discretion of Lender exercised in good faith, causes Lender to suspect that
Credit Party, Guarantor or Individual Guarantor has engaged in fraudulent activity;


(m)       the
occurrence of a Material Adverse Effect;


(n)       the
occurrence of a Change of Control; or


(o)       a
Termination Event occurs which has resulted or could reasonably be expected to result in liability of any Credit Party or Guarantor
under Title IV of ERISA to the ERISA Benefit Plan or the PBGC in an aggregate amount in excess of $100,000 or any Credit Party
or Guarantor or any ERISA Affiliate fails to pay when due, after expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan on an aggregate amount in excess
of $50,000.






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ARTICLE
XI

REMEDIES


Section 11.1.Obligations.


(a)       If
an Event of Default exists, Lender may do any one or more of the following, at any time or times during such existence of an Event
of Default and in any order, without notice to or demand on any Credit Party, Guarantor or Individual Guarantor: (i) reduce the
Revolving Credit Limit, or the advance rates used in computing the Borrowing Base, (ii) restrict the amount of or refuse to make
Loans, (iii) terminate the Lender’s Commitment to make Revolving Loans and obligation to issue Letters of Credit or otherwise
extend credit hereunder, (iv) declare the Obligations to be immediately due and payable and (v) pursue its other rights and remedies
under the Loan Documents or otherwise under Applicable Law.


(b)       Notwithstanding
anything to the contrary contained in Section 11.1(a) and in addition to the remedies set forth therein, upon the occurrence
of any Event of Default described in Sections 10.1(d), 10.1(e), 10.1(f) or 10.1(g), the Lender’s
Commitment to make Revolving Loans and obligation to issue Letters of Credit or otherwise extend credit hereunder shall automatically
and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand of
any kind.


Section 11.2.Collateral.
If an Event of Default has occurred and is continuing, Lender shall have, in addition to all other rights of Lender, the rights
and remedies of a secured party under the UCC. At any time when an Event of Default is in existence: (i) Lender may notify Account
Debtors to make payment directly to Lender or to such address as Lender may specify, and enforce, settle or adjust Accounts, General
Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Lender considers appropriate,
and in such case, Lender will credit the Obligations with only the net amounts received by Lender in payment thereof after deducting
all Lender Expenses incurred or expended in connection therewith; (ii) Lender may take possession of the Collateral and keep it
on Credit Parties’ or Guarantor’s premises or remove all or any part of it to another location selected by Lender;
(iii) on request by Lender, Credit Parties and Guarantor will, at Credit Parties’ and Guarantor’s cost, assemble the
Collateral and make it available to Lender at a place reasonably convenient to Lender; and (iv) Lender may, to the fullest
extent permitted by Applicable Law, sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit
or otherwise, at such prices and upon such terms as Lender deems appropriate. Unless the Collateral is perishable or threatens
to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give the appropriate Credit Party
or Guarantor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or
any other intended disposition thereof is to be made. For this purpose, it is agreed that at least ten (10) days’ notice
of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 13.6 shall
be deemed to be reasonable notice in conformity with the UCC. Lender may adjourn or otherwise reschedule any public sale by announcement
at the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced
without necessity of further notice. Lender shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior
notice of intended disposition. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall
be given in reduction of the Obligations until Lender receives payment in cash, and if any such buyer defaults in payment, Lender
may resell the Collateral without further notice to Credit Parties and Guarantor. In the event Lender seeks to take possession
of all or any portion of the Collateral by judicial process, each Credit Party and Guarantor waives the posting of any bond, surety
or security with respect thereto which might otherwise be required. Each Credit Party and Guarantor agrees that Lender has no obligation
to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. Lender is hereby granted a license
or other right to use, without charge, each Credit Party’s and Guarantor’s Proprietary Rights in completing production
of, advertising or selling any Collateral, and each Credit Party’s and Guarantor’s rights under all licenses shall
inure to Lender’s benefit for such purpose. The proceeds of any sale or disposition of Collateral shall be applied to the
Obligations as set forth in Section 4.7. The rights and remedies of the Lender under this Agreement and the other Loan Documents
shall be cumulative. The Lender shall have all other rights and remedies not inconsistent herewith as provided under the UCC, other
Applicable Law or in equity.






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Section 11.3.Injunctive
Relief. All cash proceeds of Collateral from time to time existing, including without limitation collections and payments of
Accounts, whether consisting of cash, checks or other similar items, at all times shall be subject to an express trust for the
benefit of Lender. All such proceeds shall be subject to Lender’s Liens. Except as may be specifically allowed otherwise
by this Agreement (including use of cash not in violation of the terms hereof distributed to Borrowers by Lender pursuant to Section
4.7), Credit Parties and Guarantors are expressly prohibited from using, spending, retaining or otherwise exercising any dominion
over such proceeds. Each Credit Party and Guarantor acknowledges and agrees that an action for damages against a Credit Party or
Guarantor for any breach of such prohibitions shall not be an adequate remedy at law. In the event of any such breach, each Credit
Party and Guarantor agrees to the fullest extent allowed by law that Lender shall be entitled to injunctive relief to restrain
such breach and require compliance with the requirements of this Agreement.


Section 11.4.Setoff.
If an Event of Default shall have occurred and be continuing, Lender is hereby authorized at any time and from time to time to
the fullest extent permitted by Applicable Law to set off and apply any and all cash and any and all deposits (whether general
or special, time or demand, provisional or final) at any time held, and any obligations at any time owing, by Lender to or for
the credit or the account of any Borrower or Guarantor against any Obligations held by Lender, irrespective of whether or not Lender
shall have made any demand under the Loan Documents and regardless of whether such Obligations are contingent or unmatured. The
rights of Lender under this Section 11.4 are in addition to other rights and remedies (including other rights of setoff)
that Lender may have. Lender agrees to notify the Borrower Representative promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such setoff and application.


ARTICLE
XII

TERMINATION


Section 12.1.Term
and Termination. Upon the effective date of termination of this Agreement for any reason, Lender’s obligation to make
Loans shall automatically terminate and all Obligations shall become immediately due and payable in full. Notwithstanding the termination
of this Agreement, until all Obligations (other than contingent indemnity obligations) are indefeasibly paid in cash and performed
in full, Credit Parties and Guarantor shall remain bound by the terms of this Agreement and Lender shall retain all rights and
remedies under the Loan Documents.






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ARTICLE
XIII

MISCELLANEOUS


Section 13.1.Waivers
 & Amendments. No waiver or amendment of any provision of any Loan Document and no consent to any departure therefrom shall
be effective unless it is in writing and signed as provided below in this Section, and then such waiver, amendment or consent shall
be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No
waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Documents shall be valid
or effective against any party hereto unless the same is in writing and signed by (i) if such party is a Credit Party, by such
Credit Party, (ii) if such party is LC Issuer, by LC Issuer (or, if LC Issuer is an Other LC Issuer, by Lender on behalf of such
Other LC Issuer), and (iii) if such party is Lender, by Lender.


Section 13.2.Severability.
The illegality or unenforceability of any provision of any Loan Document shall not in any way affect or impair the legality or
enforceability of the remaining provisions thereof.


Section 13.3.Governing
Law; Venue.


(a)       THIS
AGREEMENT HAS BEEN EXECUTED OR COMPLETED AND/OR IS TO BE PERFORMED IN NEW YORK, AND IT AND ALL TRANSACTIONS HEREUNDER OR PURSUANT
HERETO SHALL BE GOVERNED AS TO INTERPRETATION, VALIDITY, EFFECT, RIGHTS, DUTIES AND REMEDIES OF THE PARTIES THEREUNDER AND IN ALL
OTHER RESPECTS BY THE LAWS OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW.


(b)       ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR IN ANY FEDERAL OR STATE COURT SITTING IN NEW YORK COUNTY, ROCKLAND COUNTY OR WESTCHESTER COUNTY, AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY, GUARANTOR AND LENDER CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH CREDIT PARTY, GUARANTOR AND LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO VENUE ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.
NOTWITHSTANDING THE FOREGOING, LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY CREDIT PARTY OR GUARANTOR
OR ANY CREDIT PARTY’S OR GUARANTOR’S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION AS LENDER DEEMS NECESSARY OR
APPROPRIATE IN ORDER TO EXERCISE REMEDIES WITH RESPECT TO THE COLLATERAL.






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Section 13.4.WAIVER
OF JURY TRIAL. EACH CREDIT PARTY, GUARANTOR AND LENDER EACH IRREVOCABLY WAIVES ITS RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY KIND BROUGHT BY ANY SUCH PERSON AGAINST ANOTHER,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH CREDIT PARTY, GUARANTOR AND LENDER EACH AGREES THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE
THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHETHER OR NOT SPECIFICALLY SET FORTH THEREIN.


Section 13.5.Fees
and Expenses. Credit Parties and Guarantor agree to pay to Lender, on demand, all costs, fees and expenses that Lender pays
or incurs in connection with the negotiation, preparation, consummation, administration, enforcement, perfection and termination
of this Agreement or any of the other Loan Documents, including: (a) reasonable attorney’s fees and costs for preparation,
negotiation and closing of the Loan Documents and any amendment, supplement, waiver, consent or subsequent closing in connection
with the Loan Documents and the transactions contemplated thereby, (b) ongoing administration of the Loan Documents, including
without limitation, reasonable attorney’s fees and costs incurred in consultation with attorneys, (c) costs and expenses
of lien and title searches, (d) taxes, fees and other charges for filing financing statements and other actions to perfect,
protect and continue Lender’s Liens, (e) sums paid or incurred to pay any amount or take any action required of any
Credit Party or Guarantor under the Loan Documents that Credit Parties and Guarantor fail to pay or take, (f) costs of appraisals,
inspections and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and Credit
Parties’ and Guarantor’s operations by Lender, subject to the terms of Sections 5.4 and 5.5 hereof, (g) costs
and expenses of disbursing Loans and administering cash management of Collateral proceeds, including collection accounts and lock-boxes,
(h) costs and expenses of preserving and protecting the Collateral, (i) costs, fees and expenses, including reasonable
attorney’s fees and costs, paid or incurred to enforce Lender’s Liens, sell or dispose of the Collateral, and obtain
payment of the Obligations, (j) costs and expenses, including reasonable attorney’s fees and costs, paid or incurred to defend
any claims made or threatened against Lender arising out of the transactions contemplated by the Loan Documents and (k) costs and
expenses incurred by Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder (all such costs, expenses and fees described in this Section 13.5, the “Lender Expenses”).
The foregoing shall not limit any other provisions of the Loan Documents regarding costs and expenses to be paid by Credit Party,
Guarantor or Individual Guarantor.






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Section 13.6.Notices.
Except as otherwise expressly provided in any Loan Document, all notices, demands and requests that any party is required to give
to any other party shall be in writing and shall become effective (a) upon personal delivery or upon delivery by any nationally
recognized courier service, (b) three (3) days after it shall have been mailed by United States first class mail, certified
or registered, with postage prepaid, or (c) when properly transmitted by telecopy or email, so long as a copy is also mailed
that same day by United States first class mail, in each case addressed to the party to be notified as follows:


If to Lender:


Sterling National Bank

8401 North Central Expressway, Suite 600

Dallas, Texas 75225

Attention: Portfolio Manager, URGENT


With a copy to:


Sterling National Bank

21 Scarsdale Road

Yonkers, New York 10707

Attention: General Counsel

Fax No.: (914) 961-7378


If to Borrowers, to Borrower Representative, as follows:


Digirad Health, Inc.


1048 Industrial Court, Suite E


Suwanee, GA 30024


Telephone: (858) 726-1600


Fax No.: (858) 726-1546


Email: David.Noble@digirad.com


Attention: Chief Financial Officer


 


If to Guarantor:


 


Digirad Corporation


1048 Industrial Court, Suite E


Suwanee, GA 30024


Telephone: (858) 726-1600


Fax No.: (858) 726-1546


Email: David.Noble@digirad.com


Attention: Chief Financial Officer


 


or to such other address as each party
may designate for itself by like notice.






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Section 13.7.Waiver
of Notices. Unless otherwise expressly provided in any Loan Document, each Credit Party and Guarantor hereby waives presentment
and notice of demand or dishonor and protest, notice of intent to accelerate the Obligations and notice of acceleration of the
Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on any Credit
Party or Guarantor which Lender may elect to give shall entitle such Credit Party or any other Credit Party or Guarantor to any
or further notice or demand in the same, similar or other circumstances.


Section 13.8.Non-applicability
of Chapter 346 of Texas Finance Code. Except for the opt-out provision of Section 346.004 thereof, the provisions of Chapter
346 of the Texas Finance Code (regulating certain revolving credit loans and revolving tri-party accounts) shall not be applicable
to this Agreement, any other Loan Document or the Loans.


Section 13.9.Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Credit Parties, Guarantor, the Lender and their
respective representatives, successors, and assigns, provided, that no interest herein may be assigned, and no obligation
may be delegated, by any Credit Party or Guarantor without prior written consent of the Lender. Subject to Section 13.13,
the rights and benefits of the Lender under the Loan Documents shall inure to any Person acquiring any interest in the Obligations
from the Lender, unless otherwise agreed by the Lender and any such Person.


Section 13.10.INDEMNITY
BY CREDIT PARTIES AND GUARANTOR. EACH CREDIT PARTY AND GUARANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD EACH INDEMNIFIED PERSON
HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED CLAIMS INCLUDING THOSE INDEMNIFIED CLAIMS WHICH RELATE TO OR ARISE OUT OF ANY
INDEMNIFIED PERSON’S OWN NEGLIGENCE, provided, that no Credit Party nor Guarantor shall have any obligation hereunder
to any Indemnified Person with respect to Indemnified Claims resulting solely and directly from the willful misconduct or gross
negligence of such Indemnified Person. The agreements in this Section shall survive any termination of this Agreement or payment
of all Obligations.






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Section 13.11.Limitation
of Liability. To the fullest extent permitted by Applicable Law, no claim may be made by any party hereto against any other
party hereto or any of their Affiliates, directors, officers, members, managers, stockholders, employees or agents (and their respective
successors and assigns) for any special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument
contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof, or
any act, omission or event occurring in connection therewith, and each party hereto hereby waives, releases and agrees not to sue
upon any claim for such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided,
that nothing in this Section 13.11 shall relieve any Credit Party or Guarantor of any obligations it may have to indemnify
an Indemnified Person against special, indirect, or consequential Indemnified Claims by a third party.


Section 13.12.Continuing
Rights of Lender in Respect of Obligations. In the event any amount from time to time applied in reduction of the Obligations
is subsequently set aside, avoided, declared invalid or recovered by any Credit Party or Guarantor or any trustee or in bankruptcy,
or in the event the Lender is otherwise required to refund or repay any such amount pursuant to any Applicable Law, then the Obligations
shall automatically, to the fullest extent permitted by Applicable Law, be deemed to be revived and increased to the extent of
such amount and the same shall continue to be secured by the Collateral as if such amount had not been so applied.


Section 13.13.Assignments.


(a)       Lender
may at any time sell, assign, delegate or otherwise transfer all or part of the rights and duties of Lender under this Agreement
and the other Loan Documents to any of the following Persons (an “Assignee”): (i) any Affiliate of the Lender
or (ii) any other Person with the prior written consent of the Borrowers (which consent may be given by Borrower Representative
on behalf of all Borrowers and shall not be unreasonably withheld, conditioned or delayed; provided, however, Borrowers
shall be deemed to have given their consent unless they (or Borrower Representative, on behalf of all Borrowers) shall object thereto
by written notice to the Lender within five (5) Business Days after notice thereof has actually been delivered by the Lender to
Borrower Representative); provided, that the consent of Borrowers shall not be required under this subclause (ii) if an
Event of Default has occurred and is continuing or for any such sale, assignment or transfer in connection with a sale of all or
substantially all of the assets of Lender or all or substantially all of the loans or asset based loans of Lender. Subject to the
provisions of Section 13.14, each Credit Party and Guarantor hereby authorizes Lender to disseminate any information it
has pertaining to the Obligations, including without limitation, complete and current credit information on the Credit Parties
and Guarantor and any of their principals to any Assignee or prospective Assignee. Each Credit Party and Guarantor hereby acknowledges
and agrees that any assignment will give rise to a direct obligation of Borrowers and Guarantor to the Assignee and that the Assignee
shall be considered to be a Lender hereunder. Except as otherwise provided herein, Lender shall be relieved of any of its obligations
hereunder as a result of any sale, assignment, delegation or other transfer of all or any part of the Loans or other Obligations
owed to it. Lender may furnish any information concerning Credit Parties and Guarantor from time to time to Assignees and participants
and to any Affiliate of Lender or its parent company. Credit Parties and Guarantor hereby agree to execute any amendment or other
document that may be necessary to effectuate such an assignment, including an amendment to this Agreement providing for multiple
lenders and an administrative agent to act on behalf of such lenders.






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(b)       Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, Lender may pledge, or grant a security interest in, all
or any portion of its rights and other obligations under or relating to Loans under this Agreement and the other Loan Documents
to secure obligations of the Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal
Reserve Lender; provided that, no such pledge or grant of a security interest shall release the Lender from any of its obligations
hereunder or under any other Loan Document.


(c)       Lender
shall have the right at any time, without the consent of Borrowers, to sell one or more participant rights to any Person in all
or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation shall not be entitled to
require Lender to take or omit to take any action hereunder or under the other Loan Documents except with respect to any amendment,
modification or waiver that would extend the final scheduled maturity of any Loan in which such participant is participating, or
reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability
of any post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s
participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of
a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is
not increased as a result thereof). Borrowers agree that each participant shall be entitled to the benefits of Sections 3.3,
3.5 and 3.6 (subject to the requirements and limitations therein) to the same extent as if it were Lender and had acquired
its interest by assignment pursuant to Section 13.13(a); provided that such participant shall not be entitled to
receive any greater payment under Sections 3.3, 3.5 or 3.6 with respect to any participation than such participating
Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change
in Applicable Law that occurs after the participant acquired the applicable participation.


Section 13.14.Confidentiality.


(a)       Each
Credit Party and Guarantor agrees, and agrees to cause each of its Affiliates, (i) not to transmit or disclose any provision of
any Loan Document to any Person (other than (1) to such Credit Party’s or Guarantor’s employees, auditors, advisors,
consultants, Affiliates and counsel, (2) as may be required by statute judicial decision, or judicial or administrative order,
rule or regulations, (3) as may be agreed in advance by Credit Parties, Guarantor and Lender or as requested or required by any
Governmental Authority pursuant to any subpoena or other process, (4) as to any such information that is or becomes generally available
to the public (other than as a result of a prohibited disclosure by any Credit Party or Guarantor) or (5) in connection with any
litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims
related to the rights or duties of such parties under this Agreement or the other Loan Documents) without Lender’s prior
written consent, (ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose
the same to any other Person and to require each of them to be bound by these provisions. Each Credit Party and Guarantor agrees
to submit to Lender and Lender reserves the right to review and approve all materials (other than any financial statements, period
reports, or other formal documents that such Credit Party or Guarantor is required to submit to the United States Securities and
Exchange Commission) that such Credit Party or Guarantor or any of their respective Affiliates prepares that contain Lender’s
name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. No Credit
Party nor Guarantor shall, and shall not permit any of its Affiliates to, use the Lender’s name (or the name of any of its
Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases
or such other similar purposes, without the Lender’s prior written consent (except as required by Applicable Law). Nothing
contained in any Loan Document is intended to permit or authorize any Credit Party or Guarantor or any of their respective Affiliates
to contract on behalf of the Lender.






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(b)       Lender
agrees that material, non-public information regarding the Credit Parties and Guarantor, their operations, assets, and existing
and contemplated business plans shall be treated by Lender in a confidential manner, and shall not be disclosed by Lender to Persons
who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants
to the Lender, (ii) to Subsidiaries and Affiliates of the Lender, (iii) as may be required by statute, judicial decision, or judicial
or administrative order, rule, or regulation, (iv) as may be agreed to in advance by the Credit Parties and Guarantor or as requested
or required by any Governmental Authority pursuant to any subpoena or other legal process, (v) as to any such information that
is or becomes generally available to the public (other than as a result of prohibited disclosure by the Lender), (vi) in connection
with any assignment, participation or pledge of the Lender’s interest under this Agreement, and (vii) in connection with
any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims
related to the rights or duties of such parties under this Agreement or the other Loan Documents. Notwithstanding the foregoing,
each Credit Party and Guarantor hereby expressly authorizes the Lender to use the respective Credit Party’s or Guarantor’s
name and logo in tombstone advertisements and press releases regarding this transaction, provided that the Borrower Representative
has had a chance to review and approve the contents of such tombstone or press release, such approval not to be unreasonably withheld
or delayed.


Section 13.15.USA
Patriot Act Notice. The Lender hereby notifies the Credit Parties and Guarantor that, pursuant to the requirements of the Patriot
Act, it is required to obtain, verify and record information that identifies each Credit Party and Guarantor, which information
includes the name and address of each Credit Party and Guarantor and other information that will allow the Lender to identify each
Credit Party and Guarantor in accordance with the Patriot Act.


Section 13.16.Schedules.
All Schedules referenced herein and attached hereto are incorporated in this Agreement and made a part hereof for all purposes.


Section 13.17.Counterparts.
This Agreement may be executed in any number of counterparts, and signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are physically attached to the same document. A telecopy or other
electronic transmission of any such executed counterpart signature page shall be deemed valid as an original.


Section 13.18.Captions.
The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and may not be
construed to modify, enlarge or restrict any provision of this Agreement.


THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[Remainder of page intentionally left
blank]






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IN WITNESS WHEREOF,
the parties have entered into this Agreement as of the Agreement Date.


	 	DIGIRAD HEALTH, INC., as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 


	 	DIGIRAD IMAGING SOLUTIONS, INC., as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	Chief Executive Officer


 


 


	 	MD OFFICE SOLUTIONS, as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 


	 	PROJECT RENDEZVOUS HOLDING CORPORATION, as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 


	 	PROJECT RENDEZVOUS ACQUISITION CORPORATION, as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 


	 	DMS HEALTH TECHNOLOGIES, INC., as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 



    Signature Page


     


    
	 	DMS IMAGING, INC., as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 


	 	DMS HEALTH TECHNOLOGIES – CANADA, INC., as a Borrower
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 


	 	DIGIRAD CORPORATION, as Guarantor
	 	 
	 	By:	
        /s/ Matthew G. Molchan

	 	 	Name:	Matthew G. Molchan
	 	 	Title:	President


 


 



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	 	STERLING NATIONAL BANK, as Lender
	 	 
	 	By:	
        /s/ Barbara J. Coffin

	 	 	Name:	Barbara J. Coffin
	 	 	Title:	Vice President


 









    Signature Page