EXHIBIT 4.2


 


DIGIRAD CORPORATION


 


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


April 23, 2002


 
















 


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


This AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of
April, 2002, by and between Digirad Corporation, a Delaware corporation (the
“Company”), holders of a majority of the Preferred Stock of the Company
identified on Schedule B attached hereto under the heading
“Existing Investors” and Silicon Valley Bank (collectively, the “Existing
Investors”) and each of the purchasers of the Series H Preferred Stock of the
Company identified on Schedule C attached hereto under the heading
“New Investors” (collectively, the “New Investors”).  The Existing Investors and the New Investors
are referred to herein, each individually as, an “Investor” and collectively
as, the “Investors.”


 


RECITALS


 


A.            The Company has previously sold and issued certain shares
of its Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series
C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or
Series F Preferred Stock to the Existing Investors pursuant to which the
Existing Investors have become parties to that certain Investors’ Rights
Agreement dated August 23, 2001, as amended from time to time (the
“Investors’ Rights Agreement”);


 


B.            The Company desires to sell and issue shares of its
Series H Preferred Stock to the New Investors pursuant to that certain Series G
Preferred Stock and Series H Preferred Stock Purchase and Exchange Agreement of
even date herewith (the “Purchase Agreement”);


 


C.            The New Investors purchasing shares of Series H Preferred
Stock pursuant to the Purchase Agreement may be entitled, subject to certain
limitations set forth therein, to exchange a certain number of shares of the
Company’s Preferred Stock held by them for shares of Series G Preferred Stock
to be authorized and issued in connection therewith; and


 


D.            As an inducement to the New Investors to purchase shares
of its Series H Preferred Stock, the Company and the Existing Investors all
desire to completely amend and restate the Investors’ Rights Agreement pursuant
to Section 5.7 with respect to the matters set forth herein.


 


E.             The provisions of Section 1.2 of the Investors’
Rights Agreement have been restated in their entirety in Section 1.2 of
this Agreement, and the parties identified on Schedule A attached
hereto under the heading “Founders” shall become party to Section 1.2 of
this Agreement for all purposes.


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual promises and covenants
contained herein it is hereby agreed:


 


1.             COVENANTS
OF THE COMPANY.


 


1.1          Board Expenses.  The Company shall reimburse the Board members
for all reasonable out-of-pocket travel and expenses incurred by such directors
in attending the meetings of the Board and committees of the Board of which any
such director is a member.


 
















 


1.2          Right of First Offer.  Subject to the terms and conditions specified
in this Section 1.2, the Company hereby grants to Existing Investors and
to Jack F. Butler, Sr. and Clinton L. Lingren (and their respective
transferees) (collectively, the “Founders” and each an “Offeree”), a right of
first offer with respect to future sales by the Company of its Shares (as
hereinafter defined).  Existing Investors
shall be entitled to apportion the right of the first offer hereby granted
among themselves and their partners and affiliates in such proportions as they
deem appropriate.


 


Each time the Company
proposes to offer any shares of, or securities convertible into or exercisable
for, any class of its capital stock (the “Shares”), the Company shall first
make an offering of such Shares to each Offeree in accordance with the
following provisions:


 


(a)           The Company shall deliver a notice by certified mail
(“Notice”) to the Offeree stating (i) its bona fide intention to offer or
issue such Shares, (ii) the number of such Shares to be offered, and
(iii) the price, if any, for which it proposes to offer such Shares.


 


(b)           Within 20 calendar days after receipt of the Notice, the
Offeree may elect to purchase or obtain, at the price and on the terms
specified in the Notice, up to that portion of such Shares which equals the
proportion that the number of shares of Common Stock issued and held, or
issuable upon conversion of the Preferred Stock then held, by such Offeree
bears to the total number of shares of outstanding Common Stock and Common
Stock issuable upon conversion of the shares of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock and Series F Preferred (collectively, the “Existing
Preferred Stock”) then outstanding.  The
Company shall promptly in writing, inform each Offeree which purchases all the
shares available to it (a “Fully Exercising Offeree”) of any other Offeree’s
failure to do likewise.  During the
10-day period commencing after receipt of such information, each Fully
Exercising Offeree shall be entitled to obtain that portion of the shares
subject to such right of first refusal and not subscribed for by the Offerees
which is equal to the proportion that the number of shares of Common Stock
issued and held, or issuable upon conversion of the Existing Preferred Stock
then held, by such Fully Exercising Offeree bears to the total number of shares
of Common Stock issued and held, or issuable upon conversion of the Existing
Preferred Stock then held, by all Fully Exercising Offerees who wish to
purchase some of the unsubscribed shares.


 


(c)           If all such Shares referred to in the Notice are not
elected to be obtained as provided in subsection 1.2(b) hereof, the
Company may, during the 60-day period following the expiration of the period
provided in subsection 1.2(b) hereof, offer the remaining unsubscribed
Shares to any person or persons at a price not less than that, and upon terms
no more favorable to the offeree than those, specified in the Notice.  If the Company does not enter into an
agreement for the sale of the Shares within such period, or if such agreement
is not consummated within 60 days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such Shares shall not be offered
unless first reoffered to the Offerees in accordance herewith.


 


(d)           The right of first offer granted in this Section 1.2
shall not be applicable (i) to the issuance or sale of shares of Common
Stock, or  options granted to employees,
directors, consultants or advisors of the Company under stock option and
restricted stock purchase agreements approved by the Board of Directors
commencing as of May 1994 (each, an “Option,


 


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and collectively, “Options”) or warrants therefor, to employees,
directors, consultants or advisors of the Company, provided each such person
executes an agreement relating to such issuance or sale in substantially the
form as approved by the Company’s Board of Directors, (ii) to the issuance
and sale of the Company’s securities to a corporation, partnership, educational
institution or other entity in connection with a research and development
partnership or licensing or other collaborative arrangement between the Company
and such institution or entity, (iii) to or after consummation of a bona
fide, firmly underwritten public offering of shares of the Company’s Common
Stock registered under the Securities Act of 1933, as amended (the “Securities
Act”), which results in gross proceeds of at least $15,000,000 at a price per
share of at least $7.50 (adjusted for any subsequent stock splits, stock
dividends or other recapitalizations), (iv) to the issuance of securities
pursuant to the conversion or exercise of convertible or exercisable
securities, (v) to the issuance of securities in connection with a bona
fide business acquisition of or by the Company, whether by merger,
consolidation, sale of assets, sale or exchange of stock or otherwise, and (vi)
to the issuance of securities in connection with credit agreements with
equipment lessors or commercial lenders.


 


(e)           Any term of this Section 1.2 may be amended and the
observance of any term of this Section 1.2 may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of (i) the Company, (ii) the holders of a
majority of the shares held by the Founders, and (iii) the Investors
holding of a majority of the Common Stock issued or issuable upon conversion of
the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock and Series F
Preferred Stock, voting as a single class. 
Any amendment or waiver effected in accordance with this paragraph shall
be binding upon each holder of any securities of the Company at the time
outstanding (including securities into which such securities are convertible)
with rights under this Section 1.2, each future holder of all such
securities, and the Company.


 


1.3          Parallel Right of First Offer.  Subject to the terms and conditions specified
in this Section 1.3, and provided that nothing in this Section 1.3
shall affect the provisions of Section 1.2 of this Agreement, the Company
hereby grants to Investors holding shares of Series G Preferred Stock and
Series H Preferred Stock and their respective transferees (each a “New
Offeree”), a right of first offer with respect to future sales by the Company
of its Shares (as previously defined). 
Investors shall be entitled to apportion the right of the first offer
hereby granted among themselves and their partners and affiliates in such
proportions as they deem appropriate.


 


Each time the Company
proposes to offer any Shares, the Company shall, simultaneously with any right
of first offer which the Company may be obliged to make pursuant to
Section 1.2 of this Agreement, make an offering of such Shares to each New
Offeree in accordance with the following provisions:


 


(a)           The Company shall deliver Notice (as previously defined)
to the New Offeree stating (i) its bona fide intention to offer or issue
such Shares, (ii) the number of such Shares to be offered, and
(iii) the price, if any, for which it proposes to offer such Shares.


 


(b)           Within 20 calendar days after receipt of the Notice, the
New Offeree may elect to purchase or obtain, at the price and on the terms
specified in the Notice, up to that 


 


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portion of such Shares which equals the proportion that the number of
shares of Common Stock issued and held, or issuable upon conversion of the
shares of Series G Preferred Stock and Series H Preferred Stock then held, by
such New Offeree bears to the total number of shares of outstanding Common
Stock and Common Stock issuable upon conversion of the shares of Series G
Preferred Stock and Series H Preferred Stock then outstanding.  The Company shall promptly in writing, inform
each New Offeree which purchases all the shares available to it (a “Fully
Exercising New Offeree”) of any other New Offeree’s failure to do likewise.  During the 10-day period commencing after
receipt of such information, each Fully Exercising New Offeree shall be
entitled to obtain that portion of the shares subject to such right of first
refusal and not subscribed for by the New Offerees which is equal to the
proportion that the number of shares of Common Stock issued and held, or
issuable upon conversion of the shares of Series G Preferred Stock and Series H
Preferred Stock then held, by such Fully Exercising New Offeree bears to the
total number of shares of Common Stock issued and held, or issuable upon conversion
of the Series G Preferred Stock and Series H Preferred Stock then held, by all
Fully Exercising New Offerees who wish to purchase some of the unsubscribed
shares.


 


(c)           If all such Shares referred to in the Notice are not
elected to be obtained as provided in subsection 1.3(b) hereof, the
Company may, during the 60-day period following the expiration of the period
provided in subsection 1.3(b) hereof, offer the remaining unsubscribed
Shares to any person or persons at a price not less than that, and upon terms
no more favorable to the offeree than those, specified in the Notice.  If the Company does not enter into an
agreement for the sale of the Shares within such period, or if such agreement
is not consummated within 60 days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such Shares shall not be offered
unless first reoffered to the New Offerees in accordance herewith.


 


(d)           The number of such Shares referred to in the Notice may be
reduced by an amount equal to the number of Shares subscribed pursuant to the
provisions of Section 1.2 of this Agreement, in which case the number of
Shares which any New Offeree may elect to purchase or obtain pursuant to this
Section 1.3 shall be amended such that each New Offeree may elect to
purchase or obtain, at the price and on the terms specified in the Notice, up
to that portion of such Shares which equals the proportion that the number of
shares of Common Stock issued and held, or issuable upon conversion of the
shares of Series G Preferred Stock and Series H Preferred Stock then held, by
such New Offeree bears to (I) the total number of shares of outstanding Common
Stock and Common Stock issuable upon conversion of the shares of Series G
Preferred Stock and Series H Preferred Stock then outstanding less (II) such
number of Shares by which the number of Shares referred to in the Notice shall
have been reduced pursuant to this subsection 1.3(d).


 


(e)           The right of first offer granted in this Section 1.3
shall not be applicable (i) to the issuance or sale of shares of Common
Stock, or Options (as previously defined) or warrants therefor, to employees,
directors, consultants or advisors of the Company, provided each such person
executes an agreement relating to such issuance or sale in substantially the
form as approved by the Company’s Board of Directors, (ii) to the issuance
and sale of the Company’s securities to a corporation, partnership, educational
institution or other entity in connection with a research and development
partnership or licensing or other collaborative arrangement between the Company
and such institution or entity, (iii) to or after consummation 


 


4
















 


of a bona fide, firmly underwritten public offering of shares of the
Company’s Common Stock registered under the Securities Act, which results in
gross proceeds of at least $25,000,000 at a price per share of at least $1.36
(adjusted for any subsequent stock splits, stock dividends or other
recapitalizations), (iv) to the issuance of securities pursuant to the
conversion or exercise of convertible or exercisable securities, (v) to
the issuance of securities in connection with a bona fide business acquisition
of or by the Company, whether by merger, consolidation, sale of assets, sale or
exchange of stock or otherwise, (vi) to the issuance of securities in
connection with credit agreements with equipment lessors or commercial lenders,
and (vii) to the issuance or sale of shares of Common Stock pursuant to
Section 1.2 of this Agreement.


 


(f)            This Section 1.3 shall not apply to, and the rights
granted hereunder shall be deemed not to have arisen for any purposes in the
event of, any offer by the Company of shares in connection with any Acquisition
(as defined in the Voting Agreement of even date herewith made between the
Company and the Stockholders and Investors named therein) which shall have been
approved by at least half in number of the Major Investors (as defined in the
Purchase Agreement).


 


(g)           This Section 1.3 shall not apply to, and the rights
granted hereunder shall not be deemed to have arisen for any purposes in the
event of, the issuance by the Company of any shares of Series G Preferred Stock
or Series H Preferred Stock pursuant to the Second Closing or, if applicable,
the Third Closing pursuant to the Purchase Agreement (with each term as defined
in the Purchase Agreement).


 


(h)           Any term of this Section 1.3 may be amended and the
observance of any term of this Section 1.3 may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of (i) the Company and (ii) Investors
holding of a majority of the Common Stock issued or issuable upon conversion of
the Series G Preferred Stock and Series H Preferred Stock, voting as a single
class.  Any amendment or waiver effected
in accordance with this paragraph shall be binding upon each holder of any
securities of the Company at the time outstanding (including securities into
which such securities are convertible) with rights under this Section 1.3,
each future holder of all such securities, and the Company.


 


2.             REGISTRATION
RIGHTS.


 


The Company covenants and
agrees as follows:


 


2.1          Definitions.  For purposes of this Section 2:


 


(a)           The terms “register,” “registered,” and “registration”
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document;


 


(b)           The term “Registrable Securities” means (i) the
Common Stock issuable or issued upon conversion of the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred
Stock and Series H Preferred Stock and (ii) any Common Stock of the 


 


5
















 


Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock,
Series G Preferred Stock, Series H Preferred Stock or Common Stock, excluding
in all cases, however, any Registrable Securities sold by a person in a
transaction in which such person’s registration rights are not assigned;


 


(c)           The number of shares of “Registrable Securities then
outstanding” shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are exercisable or
convertible into, Registrable Securities;


 


(d)           The term “Holder” means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with Section 2.13 hereof; and


 


(e)           The term “Form S-3” means such form under the Securities
Act as in effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC in lieu of Form S-3 which
permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC.


 


2.2          Request for Registration.


 


(a)           If the Company shall receive at any time after the earlier
of (i) January 1, 2004 or (ii) one year after the effective date
of the first registration statement for a public offering of securities of the
Company (other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or a SEC Rule 145 transaction), a written request from
the Holders of at least 30% of the Registrable Securities then outstanding (or
at least 25% of the Registrable Securities then outstanding if such request is
made following any Closing of the offering referred to in subsection (ii)
of this Section 2.2(a)) that the Company file a registration statement
under the Securities Act covering the registration of at least 20% of the
Registrable Securities then outstanding (or a lesser percent if the anticipated
aggregate offering price, net of underwriting discounts and commissions, would
exceed $25,000,000), then the Company shall, within 10 days of the receipt
thereof, give written notice of such request to all Holders and shall, subject
to the limitations of subsection 2.2(b), file as soon as practicable, and
in any event within 60 days of the receipt of such request, a registration
statement under the Securities Act covering all Registrable Securities which
the Holders request to be registered within 20 days of the mailing of such
notice by the Company in accordance with Section 5.5.


 


(b)           If the Holders initiating the registration request
hereunder (the “Initiating Holders”) intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this
Section 2.2 and the Company shall include such information in the written
notice referred to in subsection 2.2(a). 
In such event, the right of any Holder to include such Holder’s
Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such 


 


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underwriting and the inclusion of such Holder’s Registrable Securities
in the underwriting (unless otherwise mutually agreed by a majority in interest
of the Initiating Holders and such Holder) to the extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as
provided in subsection 2.4(e)) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by the Company and consented to by a majority in interest of the
Holders proposing to distribute securities through such underwriting (which
consent shall not be unreasonably withheld). 
Notwithstanding any other provision of this Section 2.2, if the
underwriter advises the Company and the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the Company shall so advise all Holders of Registrable
Securities which would otherwise be underwritten pursuant hereto, and the
number of shares of Registrable Securities that may be included in the
underwriting shall be allocated as follows: 
(i) first, among Holders of Common Stock issuable or issued upon
conversion of the Series H Preferred Stock or Common Stock issued as (or
issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, such Series H Preferred Stock, and, to
the extent that such number of shares of Registrable Securities shall not have
been exhausted thereby, (ii) second, among Holders of Common Stock issuable or
issued upon conversion of the Series G Preferred Stock or Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, such Series G Preferred Stock, and to
the extent that such number of shares of Registrable Securities shall not have
been exhausted thereby, (iii) among all other Holders thereof, in proportion
(as nearly as practicable) to the number of Registrable Securities of the
Company owned by each such other Holder including securities in the
underwriting.


 


(c)           The Company is obligated to effect only two such
registrations pursuant to this Section 2.2; provided, however, that the
Company shall not be obligated to effect a registration pursuant to this
Section 2.2 if within the 12 months immediately preceding a request
hereunder the Company has effected a demand registration under this
Section 2.2.


 


(d)           Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this
Section 2.2 a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company it would
be seriously detrimental to the Company and its stockholders for such
registration statement to be filed and it is therefore essential to defer the
filing of such registration statement, the Company shall have the right to
defer such filing for a period of not more than 90 days after receipt of the
request of the Initiating Holders; provided, however, that the Company may not
utilize this right more than twice in the aggregate and not more than once in
any 12-month period.


 


2.3          Company Registration.  If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders) any of its
stock or other securities under the Securities Act in connection with the
public offering of such securities solely for cash (other than a registration
relating solely to the sale of securities to participants in a Company stock
plan, or a registration on any form which does not include substantially the
same information as would be required to 


 


7
















 


be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each
Holder written notice of such registration. 
Upon the written request of each Holder given within 20 days after
mailing of such notice by the Company in accordance with Section 5.5, the
Company shall, subject to the provisions of Section 2.8, cause to be
registered under the Securities Act all of the Registrable Securities that each
such Holder has requested to be registered.


 


2.4          Obligations of the Company.  Whenever required under this Section 2
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:


 


(a)           Prepare and file with the Securities and Exchange
Commission (the “SEC”) a registration statement with respect to such
Registrable Securities and use its reasonable efforts to cause such
registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to 120 days.


 


(b)           Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.


 


(c)           Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


(d)           Use its reasonable efforts to register and qualify the
securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.


 


(e)           In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.  Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement.


 


(f)            Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.


 


(g)           Furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 2, on the
date that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Section 2, if such



 


8
















 


securities are being sold through underwriters, or, if such securities
are not being sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective, (i) an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities
and (ii) a letter dated such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.


 


2.5          Furnish Information.


 


(a)           It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Section 2 that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them, and the intended method of disposition of
such securities as shall be required to effect the registration of the
Registrable Securities.


 


(b)           The Company shall have no obligation with respect to any
registration requested pursuant to Section 2.2 or Section 2.12 if,
due to the operation of subsection 2.5(a), the number of shares or the
anticipated aggregate offering price of the Registrable Securities to be
included in the registration does not equal or exceed the number of shares or
the anticipated aggregate offering price required to originally trigger the
Company’s obligation to initiate such registration as specified in
subsection 2.2(a) or subsection 2.12(b)(ii), whichever is applicable.


 


2.6          Expenses of Demand Registration.  The Company shall bear and pay all expenses
other than underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 2.2,
including (without limitation) all registration, filing and qualification fees,
printers’ and accounting fees, fees and disbursements of counsel for the
Company and the reasonable fees and expenses of one counsel for the selling
Holders selected by them; provided, however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant
to Section 2.2 if the registration request is subsequently withdrawn at
the request of the Holders of a majority of the Registrable Securities to be
registered (in which case all participating Holders shall bear such expenses),
unless the Holders of a majority of the Registrable Securities agree to forfeit
their right to one demand registration pursuant to Section 2.2; provided
further, however, that if at the time of such withdrawal, the Holders have
learned of a material adverse change in the condition, business or prospects of
the Company from that known to the Holders at the time of their request, then
the Holders shall not be required to pay any of such expenses and shall retain
their rights pursuant to Section 2.2.


 


2.7          Expenses of Company Registration.  The Company shall bear and pay all expenses
incurred in connection with any registration, filing or qualification of
Registrable Securities with respect to the registrations pursuant to
Section 2.3 for each Holder (which right may be assigned as provided in
Section 2.13), including (without limitation) all registration, filing and
qualification fees, printers’ and accounting fees relating or apportionable
thereto and 


 


9
















 


the reasonable fees and expenses of one counsel for the selling Holders
selected by them, but excluding underwriting discounts and commissions relating
to Registrable Securities.


 


2.8          Underwriting Requirements.  In connection with any offering involving an
underwriting of shares being issued by the Company, the Company shall not be
required under Section 2.3 to include any of the Holders’ securities in
such underwriting unless they accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it, and then only in
such quantity as will not, in the opinion of the underwriters, jeopardize the
success of the offering by the Company. 
If the total number of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the number of
securities sold other than by the Company that the underwriters reasonably
believe compatible with the success of the offering, then the Company shall be
required to include in the offering only that number of such securities,
including Registrable Securities, which the underwriters believe will not
jeopardize the success of the offering (the securities so included to be
apportioned among the selling stockholders as follows:  (i) first, among Holders of Common Stock
issuable or issued upon conversion of the Series H Preferred Stock or Common
Stock issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, such Series H
Preferred Stock, and, to the extent that such number of shares of the
securities so included to be apportioned shall not have been exhausted thereby,
(ii) second, among Holders of Common Stock issuable or issued upon conversion
of the Series G Preferred Stock or Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, such Series G Preferred Stock, and, to the extent that the
securities so included to be apportioned shall not have been exhausted thereby,
(iii) according to the total number of securities entitled to be included therein
owned by each other selling stockholder or in such other proportions as shall
mutually be agreed to by such other selling stockholders) but in no event
shall the number of securities of the selling Holders included in the
offering be reduced below 30% of the total number of securities included in
such offering, unless such offering is the initial public offering of the
Company’s securities in which case the selling stockholders may be excluded if
the underwriters make the determination described above and no other
stockholder’s securities are included.


 


2.9          Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2.


 


2.10        Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 2:


 


(a)           To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers and directors of each Holder, any
underwriter (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect 


 


10
















 


thereof) arise out of or are based upon any of the following
statements, omissions or violations (each, a “Violation”):  (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law; and the Company will
reimburse each such Holder, officer or director, underwriter or controlling
person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 2.10(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for
any such loss, claim, damage, liability or action to the extent that it arises
out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, officer, director, underwriter or
controlling person.


 


(b)           To the extent permitted by law, each selling Holder will
severally and not jointly indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter and any other Holder selling securities in such
registration statement or any of its directors or officers or any person who
controls such Holder, against any losses, claims, damages or liabilities (joint
or several) to which the Company or any such director, officer, controlling
person, or underwriter or controlling person, or other such Holder or director,
officer or controlling person may become subject, under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter or controlling person, other Holder, officer, director, or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 2.10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
under this subsection 2.10(b) exceed the net proceeds (after deducting any
discounts or commissions received by an underwriter in connection with such
registration) from the offering received by such Holder.


 


(c)           Promptly after receipt by an indemnified party under this
Section 2.10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this
Section 2.10, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the 


 


11
















 


indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of its obligations under this
Agreement, except to the extent, but only to the extent, that the indemnifying
party’s ability to defend against such action is actually and materially
impaired as a result of the failure to give such notice.  The omission to so deliver written notice to
the indemnifying party will not relieve the indemnifying party of any liability
that it may have to any indemnified party otherwise than under this
Section 2.10.


 


(d)           If the indemnification provided for in Sections 2.10(a),
(b) and (c) is unavailable to an indemnified party under such Sections (other
than by reason of exceptions provided in those Sections) in respect of any
claims referred to in such Sections, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such claims in such
proportion as is appropriate to reflect the relative fault of the Company on
the one hand and of the Holders of Registrable Securities on the other in
connection with the statements or omissions which resulted in such claims as
well as any other relevant equitable considerations.  The amount paid or payable by a party as a
result of the claims referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. 
The relative fault of the Company on the one hand and of the Holders of
Registrable Securities on the other shall be determined by reference to, among
other things, whether the applicable misstatement or alleged misstatement
relates to information supplied by the Company or by the applicable Holder of
Registrable Securities and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such misstatement or alleged
misstatement.  The Company and each
Holder of Registrable Securities agree that it would not be just and equitable
if contribution pursuant to this Section 2.10(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to
above.  Notwithstanding the provisions of
this Section 2.10(d), no Holder shall be required to contribute any amount
in excess of the net proceeds (after deducting any discounts or commissions
received by an underwriter in connection with such registration) from the
offering received by such Holder.  No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
hereunder from any person who was not guilty of such fraudulent
misrepresentation.


 


(e)           The obligations of the Company and Holders under this
Section 2.10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 2, and
otherwise.


 


2.11        Reports Under Securities Exchange Act of
1934.  With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Securities Act and any other rule or regulation of the SEC that may
at any time permit a Holder to sell securities of the 


 


12
















 


Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to:


 


(a)           make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after 90 days after
the effective date of the first registration statement filed by the Company for
the offering of its securities to the general public;


 


(b)           take such action, including the voluntary registration of
its Common Stock under section 12 of the Exchange Act, as is necessary to
enable the Holders to utilize Form S-3 for the sale of their Registrable
Securities, such action to be taken as soon as practicable after the end of the
fiscal year in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared effective;


 


(c)           file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and


 


(d)           furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
the Company that it has compiled with the reporting requirements of SEC Rule
144 (at any time after 90 days after the effective date of the first
registration statement filed by the Company), the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a
copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company and (iii) such other
information as may be reasonably requested in availing any Holder of any rule
or regulation of the SEC which permits the selling of any such securities
without registration or pursuant to such form.


 


2.12        Form S-3 Registration.  In case the Company shall receive from any
Holder or Holders a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:


 


(a)           promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and


 


(b)           as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder’s
or Holders’ Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or
Holders joining in such request as are specified in a written request given
within 15 days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.12:
(i) if Form S-3 is not available for such offering by the Holders; (ii) if
the Holders, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public (net of any underwriters’ discounts or commissions) of less than
$1,000,000; (iii) if the Company shall furnish to the Holders a
certificate signed by the 


 


13
















 


President of the Company stating that in the good faith judgment of the
Board of Directors of the Company it would be seriously detrimental to the
Company and stockholders for such Form S-3 Registration to be effected at such
time, in which event the Company shall have the right to defer the filing of
the Form S-3 Registration Statement for a period of not more than 90 days after
receipt of the request of the Holder or Holders under this Section 2.12;
provided, however, that the Company shall not utilize this right more than once
in any 12-month period; (iv) if the Company has, within the 12-month
period preceding the date of such request, already effected two registrations
on Form S-3 for the Holders pursuant to this Section 2.12 and other
similar provisions granting rights to registration on Form S-3; (v) if in
any particular jurisdiction in which the Company would be required to qualify
to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance; or (vi) if the
Holders hold in the aggregate less than 1% of the outstanding shares of the
Company’s capital stock.


 


(c)           Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the request
or requests of the Holders.  All expenses
incurred in connection with a registration requested pursuant to
Section 2.12, including (without limitation) all registration, filing,
qualification, printer’s and accounting fees and the reasonable fees and disbursements
of counsel for the selling Holder or Holders and counsel for the Company (with
the payment of fees and disbursements of counsel for the Company dependent upon
the Company’s including securities in such registration), shall be borne pro
rata by the Holder or Holders participating in the Form S-3 Registration;
provided, however, that the Company shall bear and pay all such expenses,
including (without limitation) all registration, filing and qualification fees,
printer’s and accounting fees and the fees and disbursements of one counsel for
the selling Holders, but excluding underwriting discounts and commission
relative to the Registrable Securities, with respect to the first three such
registration pursuant to this Section 2.12.  Registrations effected pursuant to this
Section 2.12 shall not be counted as demands for registration effected
pursuant to Section 2.2.


 


2.13        Assignment of Registration Rights.  The rights to cause the Company to register
Registrable Securities pursuant to this Section 2 may be assigned by a
Holder to (i) a transferee or assignee of such Holder’s shares of
Registrable Securities, (ii) another Holder, (iii) in the case of a
partnership, to a partner or retired partner of such partnership or (iv) an
affiliated entity controlling, controlled by, or under common control with,
such Holder; provided, in each case, the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is restricted
under the Securities Act.


 


2.14        Limitations on Subsequent Registration
Rights.  From
and after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of a majority of the outstanding Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a) to include such securities in any registration filed under
Sections 2.2 or 2.3 hereof, unless under the terms of such agreement, such
holder or prospective holder may include 


 


14
















 


such securities in any such registration only to the extent that the
inclusion of such holder’s securities will not reduce the amount of the
Registrable Securities of the Holders which is included or (b) to make a
demand registration which could result in such registration statement being
declared effective prior to the earlier of either of the dates set forth in
subsection 2.2(a) or within 120 days of the effective date of any
registration effected pursuant to Section 2.2.


 


2.15        Market Stand-Off Agreement.  Each Investor hereby agrees that it shall
not, to the extent requested by the Company and an underwriter of Common Stock
(or other securities) of the Company, sell or otherwise transfer or dispose
(other than to those donees who agree to be similarly bound) of any Registrable
Securities during a reasonable and customary period of time, as agreed to by
the Company and the underwriters, not to exceed 180 days, following the
effective date of a registration statement of the Company filed under the
Securities Act (the “Lock-Up Period”); provided, however, that:


 


(a)           such agreement shall be applicable only to the first such
registration statement of the Company which covers shares (or securities) to be
sold on its behalf to the public in an underwritten offering; and


 


(b)           all officers and directors of the Company, all holders of
at least one percent (1%) of the issued and outstanding securities of the
Company and all other persons with registration rights (whether or not pursuant
to this Agreement) enter into similar agreements.


 


In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of each Investor (and the shares or
securities of every other person subject to the foregoing restriction) until
the end of such reasonable and customary period.


 


Neither the Company nor
the underwriters in a public offering shall reduce or eliminate the Lock-Up
Period for any security holder of the Company without similarly reducing or
eliminating the Lock-Up Period for each Investor.


 


2.16        Termination of Registration Rights.  The Company’s obligations pursuant to this
Section 2 shall terminate as to any Holder of Registrable Securities on
the earlier of (i) when the Holder can sell all of such Holder’s shares
pursuant to Rule 144 under the Securities Act during any 90-day period or
(ii) on the seventh anniversary of any Closing of the Company’s sale of
its Common Stock in a bona fide, firm commitment underwritten public offering
registered under the Securities Act which results in gross offering proceeds of
at least $25,000,000, at a public offering price of not less than $1.36 per
share (adjusted to reflect stock dividends, stock splits or recapitalizations);
provided, however, in no event shall such obligations terminate earlier than
the first anniversary of any Closing of the offering described in
subsection (ii) of this Section 2.16.


 


3.             COVENANTS.


 


3.1          Delivery of Financial Statements.  The Company shall deliver to each Investor
and assignee holding that certain number of shares of Series H Preferred Stock
(adjusted for stock splits, reverse stock splits and similar changes in capitalization
as designated below), and 


 


15
















 


any such Investor or assignee may redistribute to any other Investor or
assignee the information specified in paragraphs (a) through (f) below:


 


(a)           to holders of at least ten percent (10%) of the
outstanding shares of Series H Preferred Stock and to each Major Investor (as
defined in the Purchase Agreement), as soon as practicable, but in any event
within 90 days after the end of each fiscal year of the Company, a statement of
operations for such fiscal year, a balance sheet of the Company as of the end
of such year, and a statement of cash flows for such year, such year-end
financial reports to be in reasonable detail, prepared in accordance with
generally accepted accounting principles (“GAAP”), and audited and certified by
independent public accountants of nationally recognized standing selected by
the Company;


 


(b)           to holders of at least ten percent (10%) of the
outstanding shares of Series H Preferred Stock and to each Major Investor,
within 30 days of the end of each calendar quarter, an unaudited statement of
operations, statement of cash flows and balance sheet for and as of the end of
such quarter, in reasonable detail; such quarterly statements shall also contain
the foregoing information on a year-to-date basis and shall also compare actual
performance to budget;


 


(c)           to holders of at least seventeen and a half percent
(17-1/2%) of the outstanding shares of Series H Preferred Stock and to each
Major Investor, within 30 days of the end of each month, an unaudited statement
of operations, statement of cash flows and balance sheet for and as of the end
of such month, in reasonable detail; such monthly statements shall also contain
the foregoing information on a year-to-date basis and shall also compare actual
performance to budget;


 


(d)           to holders of at least seventeen and a half percent
(17-1/2%) of the outstanding shares of Series H Preferred Stock and to each
Major Investor, not less than 30 days prior to the close of each fiscal year, a
comprehensive operating budget for the next fiscal year forecasting the
Company’s revenues, expenses and cash positions, prepare on a monthly basis,
including balance sheets and sources and applications of funds statements for
such months and, as soon as prepared, any other budgets or revised budgets
prepared by the Company;


 


(e)           to holders of at least seventeen and a half percent
(17-1/2%) of the outstanding shares of Series H Preferred Stock and to each
Major Investor, such other information relating to the financial condition,
business, prospects or corporate affairs of the Company as Investor may from
time to time request, provided, however, that the Company shall not be
obligated to provide information which it deems in good faith to be
proprietary; and


 


(f)            with respect to the financial statements called for in
subsection (a) of this Section 3.1, an instrument executed by the
Chief Financial Officer or the President of the Company and certifying that
such financials were prepared in accordance with internally consistent
accounting methods consistently applied with prior practice for earlier periods
and fairly present the financial condition of the Company and its results of
operation for the period specified, subject to year-end audit adjustment.


 


16
















 


3.2          Inspection.  The Company shall permit each Investor
holding shares of Series H Preferred Stock, at such Investor’s expense and with
reasonable prior notice, to visit and inspect the Company’s properties, to
examine its books of account and records and to discuss the Company’s affairs,
finances and accounts with its officers, all at such reasonable times as may be
requested by Investor; provided, however, that the Company shall not be
obligated pursuant to this Section 3.2 to provide access to any
information which it reasonably considers to be a trade secret or similar
confidential information.


 


3.3          Required Approvals.  In addition to any approvals required by law,
so long as shares of Series H Preferred Stock are outstanding, neither the
Company nor any of its Subsidiaries shall, without first obtaining the approval
(by vote or written consent, as provided by law) of both (a) at least half in
number of the Major Investors and (b) the holders of a majority of the then
outstanding voting power of the Series H Preferred Stock, voting as a single
class:


 


(a)           amend, restate, alter, modify or repeal (directly or
indirectly by merger or otherwise) the Company’s Certificate of Incorporation
or Bylaws (including, without limitation, (I) amending, restating, modifying or
repealing (directly or indirectly by merger or otherwise) any certificate of
designation or preferences (as in effect from time to time) relating to the
Preferred Stock and (II) authorizing any new class or series of stock);


 


(b)           reclassify Common Stock or Preferred Stock;


 


(c)           declare or pay any dividend (whether in cash or otherwise)
on the Common Stock or the Preferred Stock;


 


(d)           except as otherwise provided in the Amended and Restated
Certificate of Incorporation of the Company redeem, purchase or otherwise
acquire or make any distribution with respect to any outstanding securities of
the Company or its Subsidiaries (including, without limitation, warrants,
options and other rights to acquire any of its capital stock or other equity
securities directly or indirectly) or redeem, repurchase or make any
distribution with respect to any stock appreciation rights, phantom stock plans
or similar rights or plans relating to the Company or its Subsidiaries;
provided, however, that the foregoing shall not impose any condition on the
Company repurchasing at cost shares of its Common Stock pursuant to the
Company’s stock option/stock issuance plans;


 


(e)           (I) sell, convey, or otherwise dispose of all or
substantially all of the assets of the Company or any Subsidiary (as defined
below) of the Company (provided, however, that this restriction shall not apply
to any mortgage, deed of trust, pledge or other encumbrance or hypothecation of
the Company’s or any Subsidiary’s assets for the purpose of securing
indebtedness of the Company or such Subsidiary which existed prior to the
Series H Initial Purchase Date (as defined in the Amended and Restated
Certificate of Incorporation of the Company)) or grant any exclusive license to
the assets of the Company or any Subsidiary of the Company; (II) effect any
merger, consolidation, acquisition or similar transaction of the Company with
one or more other corporations or series of such transactions in which the
stockholders of the Company prior to such transaction, or series of
transactions, would hold stock representing less than a majority of the voting
power of the outstanding stock of the 


 


17
















 


surviving corporation immediately after such transaction, or series of
transactions; or (III) authorize, effect or consummate any Liquidation Event
(including without limitation any Deemed Liquidation Event, each as defined in
the Amended and Restated Certificate of Incorporation of the Company) or
Products Business Sale (as defined in the Amended and Restated Certificate of
Incorporation of the Company), regardless of whether such Liquidation Event or
Products Business Sale would constitute a transaction described in clauses (I)
or (II) above;


 


(f)            create or suffer to exist any Subsidiary of the Company
that is not wholly-owned by the Company; or effect the liquidation, bankruptcy
or dissolution of any Subsidiary of the Company;


 


(g)           create, incur, guarantee, assume or be directly or
indirectly liable with respect to any indebtedness (other than indebtedness
which existed prior to the Series H Initial Purchase Date), or permit any
Subsidiary to do so, except with respect to trade debts incurred in the ordinary
course of the business of the Company or its applicable Subsidiary, as the case
may be; provided, however, that the foregoing shall not impose any condition on
the Company or any Subsidiary (A) creating or incurring indebtedness under
credit facilities existing as of the Series H Initial Purchase Date up to
amounts authorized by any of such facilities prior the Series H Initial
Purchase Date; or (B) creating, incurring or authorizing indebtedness under
master equipment lease agreements, provided that (I) in the case of the Company
such new indebtedness shall be limited to a maximum of Five Hundred Thousand
Dollars ($500,000) per year in each of the years 2002, 2003 and 2004, and (II)
in the case of all of the Subsidiaries of the Company, considered together,
such new indebtedness shall be limited to a maximum of One Million Five Hundred
Thousand Dollars ($1,500,000) per year in each of the years 2003 and 2004, and
provided further that none of the indebtedness referred to in
Subsection 3.3(g)(B) shall be subject to any negative covenants with
respect to, or prohibitions on, the Company’s ability to effect any
distribution or redemption of shares of its capital stock; or


 


(h)           agree or otherwise commit to take any actions set forth in
the foregoing subparagraphs (i) through (vii).


 


3.4          Request for Redemption.  On or at any time after July 31, 2004,
upon the receipt by the Company from at least half in number of the Major
Investors (as defined below) of a written request for redemption hereunder of
their shares of Series H Preferred Stock, the Company shall, subject to and in
accordance with the provisions of Article IV, Division B, Section 4
of the Amended and Restated Certificate of Incorporation of the Company, redeem
all of the outstanding shares of Preferred Stock.


 


3.5          Automatic Conversion.  The Company shall take such actions and do
such things as may be necessary to cause each outstanding share of Preferred
Stock to be automatically converted (in accordance with the provisions of
Article IV, Division B, Section 5 of the Amended and Restated
Certificate of Incorporation of the Company) into shares of Common Stock
immediately upon the approval of both (i) at least half in number of the Major
Investors and (ii) the holders of a majority of the then outstanding voting
power of the Series H Preferred Stock, voting as a single class; provided,
however, that if such approval is in connection with an underwritten offer of
securities registered pursuant to the Securities Act, the 


 


18
















 


conversion may be conditioned upon the closing of the sale of
securities pursuant to such offering, in which event each outstanding share of
Preferred Stock shall not be deemed to have converted until immediately after
the closing of such sale of securities.


 


3.6          Termination of Covenants.  The covenants set forth in Sections 3.1 and
3.2 hereof shall terminate and be of no further force or effect when the sale
of securities pursuant to a registration statement filed by the Company under
the Securities Act in connection with the firm commitment underwritten offering
of its securities to the general public is consummated or when the Company
first becomes subject to the periodic reporting requirements of
section 13(a) or 15(d) of the Exchange Act, whichever event shall first
occur; provided that the Company shall furnish, for five years following the
termination of such covenants, to Investor copies of its reports on Forms 10-K
and 10-Q within 10 days after filing with the SEC.


 


3.7          Proprietary Information Agreements.  The Company shall use its best efforts to
cause that all employees of and consultants to the Company having access to the
Company’s proprietary and confidential information shall execute proprietary
information agreements with the Company approved by the Company’s Board of
Directors.


 


3.8          Option Vesting.  All options or warrants hereafter granted by
the Company to its employees, officers, directors, consultants or advisors
(“Restricted Parties”), all Options previously granted to Restricted Parties by
the Company’s Board of Directors but not yet evidenced by an Option grant, and
all restricted stock purchase agreements hereafter entered into by the Company
with Restricted Parties, will be subject to a vesting schedule providing for
twenty-five percent (25%) vesting after the first twelve (12) months of
employment and daily vesting as to the remaining seventy-five percent (75%) of
the shares over the following thirty six (36) months after the first
anniversary of the employment commencement date, or such other vesting
schedule as is approved by the Company’s Board of Directors or
Compensation Committee of the Board of Directors.


 


3.9          Compliance with Law.


 


(a)           The operations of the Company and its Subsidiaries will be
conducted in compliance with all Applicable Laws promulgated by any
Governmental Authority, including, without limitation, all Applicable Laws
relating to consumer protection, equal opportunity, health, health care
industry regulation, third party reimbursement (including Medicare, Medicaid,
and workers compensation), environmental protection, fire, zoning and building
and occupational safety matters, except for noncompliance that individually or
in the aggregate would not and, insofar as may reasonably be foreseen, in the
future will not, have a material adverse effect on the Company or any
Subsidiary.


 


(b)           In addition to and without limiting the generality of the
foregoing, the Company shall adopt and implement a compliance plan adequate to
assure such compliance.  The compliance
plan shall include all material elements of an effective program to prevent and
detect violations of law as identified in Commentary 3(k) to Section 8A1.2
of the federal Sentencing Guidelines.


 


(c)           Definitions.           For the purposes of
this Section 3.9:


 


19
















 


(i)            “Applicable Law” means, with respect to any person or
entity, any federal, state or local statute, law, ordinance, rule,
administrative interpretation, regulation, order, writ, injunction, directive,
judgment, decree or other requirement of any governmental authority applicable
to such person or entity or any of its Subsidiaries or any of their respective
properties, assets, officers, directors, employees, consultants or agents.


 


(ii)           “Governmental Authority” means any branch, component,
agency or instrumentality of federal, state or local government.


 


(iii)          “Subsidiary” means any entity which is wholly-owned by the
Company or in which the Company has a beneficial ownership interest, including
any partnership or joint venture entity.


 


3.10        Insurance.  The Company and each of the Subsidiaries will
maintain in full force and effect with insurers insurance in such amounts and
against such losses and risks as is sufficient and reasonable given the nature
of their respective businesses.


 


4.             SALES
BY INVESTORS.


 


4.1          Right of First Refusal.  The parties agree that before there can be a
valid sale, assignment or transfer by any Investor of shares of the Company’s
Series G Preferred Stock or Series H Preferred Stock (other than (i) a
transfer not involving a change in beneficial ownership, (ii) transactions
involving the distribution of such shares by any of the Investors to any of
their partners or stockholders, (iii) pursuant to a transfer without
consideration to the spouse or lineal descendants of the transferring Investor,
or a trust for the benefit of the transferring Investor, his spouse and/or
lineal descendants, (iv) a transfer to any other individual, corporation,
trust, partnership, joint venture, unincorporated organization, limited
liability company, government agency or any agency or political subdivision
thereof, or other entity (each, a “Person”) that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such specified Investor (including without limitation any
other Person over which such Investor has management rights) or (v) in
connection with any Acquisition (as defined in the Voting Agreement of even
date herewith made between the Company and the Stockholders and Investors named
therein) which shall have been approved by at least half in number of the Major
Investors (as defined in the Purchase Agreement)), the Investor intending to
transfer (the “Selling Investor”) shall first give notice in writing (the
“Notice of Sale”) to the Company of his, her or its intention to sell such
shares (the “Noticed Shares”).  Such
Notice of Sale shall specify the number of Noticed Shares to be sold, the name
of the proposed purchaser (the “Proposed Purchaser”), the price per Noticed
Share and the terms and conditions upon which the Selling Investor intends to
make such sale.  Promptly upon the
Company’s receipt of such Notice of Sale, the Secretary of the Company shall
mail or deliver a copy of such Notice of Sale to all Investors owning Common
Stock Equivalents (as hereafter defined) (such stockholders being hereinafter
referred to as the “Optionee Investors”). 
Within thirty (30) days thereafter, any such Optionee Investor desiring
to acquire any part or all of the Noticed Shares (the “Offering Investor”)
shall deliver by mail or otherwise to the Secretary of the Company a written
offer or offers, to purchase a specified number of such Noticed Shares at the
price and upon the terms and conditions stated in such Notice of Sale,
accompanied by the stated consideration therefor with authorization to transfer
such consideration against delivery of 


 


20
















 


such shares, which offers, subject to Section 4.2, shall be
accepted by the Selling Investor.  As
used herein, “Common Stock Equivalents” shall mean outstanding shares of Common
Stock and shares of Common Stock issuable upon conversion of outstanding Series
G Preferred Stock or Series H Preferred Stock.


 


If the total number of
shares specified in said offers to the Secretary exceeds the number of the
Noticed Shares, each Offering Investor shall be entitled to purchase that
number of shares which is equal to the lesser of:


 


(i)            the number of shares specified in
said offer, or


 


(ii)           such proportion of the Noticed Shares
as the number of shares of Common Stock issued and issuable upon conversion of
Series G Preferred Stock and Series H Preferred Stock held by such Offering
Investor bears to the total number of shares of Common Stock issued and
issuable upon conversion of shares of Series G Preferred Stock and Series H
Preferred Stock held by all the Offering Investors.


 


If all of the Noticed
Shares are not disposed of under the apportionment pursuant to this Section 4.1,
those shares remaining undisposed of shall be apportioned among those Offering
Investors whose number of Shares specified in their respective offers under
Section 4.1 exceed the number of shares allocated to them, which excess
shares shall be apportioned on the basis of the apportionment formula set forth
in this Section, and said apportionment process shall be repeated with respect
to any excess shares after each apportionment until all Noticed Shares are
allocated.


 


4.2          Failure to Exercise Options and Make
Offers for All Shares. 
If options are not exercised and/or offers made in the aggregate for all
of the Noticed Shares within the thirty (30) day period referred to herein, the
Selling Investors shall not be obligated to sell the Noticed Shares or any
fraction thereof to the Optionee Investors, and may dispose of all of the
Noticed Shares to the Proposed Purchaser named in said Notice of Sale,
provided, however, that the Selling Investor shall not sell less than all of
said Noticed Shares nor shall it sell such shares at a lower price or on terms
or conditions more favorable to the Proposed Purchaser than those specified in
said Notice of Sale without first offering the new price, terms and conditions
to Optionee Investors as hereinabove set forth. 
If the Selling Investor does not so sell the Noticed Shares to such
Proposed Purchaser within one hundred twenty (120) days after it first gave
notice to the Company pursuant to Section 4.1, it shall again first offer
such shares to the Optionee Investors prior to selling them to any Proposed
Purchaser.


 


4.3          Nonmonetary Consideration.


 


(a)           If part or all of the purchase consideration specified in
a Notice of Sale is other than money or purchaser’s promissory note or other
evidence of indebtedness, such Notice of Sale shall also specify the fair
market value in cash of such other consideration.  The Optionee Investors shall have the right
to exercise their respective options to purchase the Noticed Shares by delivery
of a written offer or offers specifying a cash purchase price equal to the
total of the monetary consideration and the fair market value of the
nonmonetary consideration specified in the Notice of Sale.


 


21
















 


(b)           If any Optionee Investor objects to the amount specified
in the Notice of Sale as the fair market value of any nonmonetary
consideration, such Optionee Investor shall, within twenty (20) days of the
receipt of the Notice of Sale, submit a written request to the Company that the
matter be submitted to the Board of Directors for determination.  Pending such determination, or a
determination pursuant to subsection (c) below, the time for exercising
options to purchase shares shall be stayed as of the date of such notice.  Promptly upon the Company’s receipt of such
notice from the objecting Optionee Investor, the Secretary of the Company shall
notice and call a special meeting of the Board of Directors, to be held within
fifteen (15) days of the Company’s receipt of notice from the objecting Optionee
Investor, for the purpose of determining in good faith the fair market value of
the nonmonetary consideration specified in the Notice of Sale.  Any decision of the Board of Directors made
in good faith shall be final and binding upon all parties.  The Board of Directors shall promptly give
written notice of its decision and the resulting calculation of the purchase
price to the parties.


 


(c)           If the Board of Directors fails or refuses to make a
determination of the fair market value of such nonmonetary consideration within
such fifteen (15) day period from the date of the Company’s receipt of notice
from the objecting Optionee Investor, the objecting Optionee Investor and the
Selling Investor shall select and agree upon a single appraiser.  If the parties are unable to agree upon a
single appraiser within ten (10) days after the end of the fifteen (15) day
period specified above, then either party may apply to the San Diego Superior
Court (pursuant to a petition to compel arbitration) for the appointment of a
single appraiser in accordance with Section 1280 et  seq. of
the California Code of Civil Procedure. 
Such appraiser shall thereupon promptly determine the fair market value
of the nonmonetary consideration specified in the Notice of Sale, and shall promptly
give written notice of such appraiser’s decision and the resulting calculation
of the purchase price to the parties and to the Company.


 


(d)           All expenses of the determination by the Board of
Directors or the appraisal and proceedings to appoint an appraiser, as the case
may be, shall be borne one-half by the Optionee Investors who exercise their
options to purchase the Noticed Shares (who shall share such expenses among
themselves in proportion to the number of shares each elects to purchase) and one-half
by the Selling Investor, unless the Optionee Investors thereafter fail to
exercise their respective options, in which case the objecting Optionee
Investor shall bear all such expenses.


 


4.4          Termination.  Notwithstanding the foregoing, the rights of
first refusal set forth in this Section 4 shall terminate upon any Closing
of the Company’s first firmly underwritten public offering of its Common Stock
registered under the Securities Act of 1933.


 


5.             MISCELLANEOUS.


 


5.1          Successors and Assigns.  Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any shares of Registrable Securities).  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


22
















 


5.2          Governing Law; Jury Trial Waiver.  This Agreement shall
be governed by and construed under the laws of the State of California as
applied to agreements among California residents entered into and to be
performed entirely within California.  THE PARTIES HERETO IRREVOCABLY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN
ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST THE PARTY IN
RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


5.3          Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


5.4          Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


5.5          Notices.  Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery to the party to be notified
or upon deposit with the United States Post Office, by registered or certified
mail, postage prepaid, and telecopier, and addressed to the party to be
notified at the address indicated for such party on the signature page hereof,
or at such other address as such party may designate by ten (10) days’ advance
written notice to the other parties.


 


5.6          Expenses.  If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys’ fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.


 


5.7          Amendments and Waivers.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and a majority of the Major Investors (as
defined in the Purchase Agreement).  Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities, and the Company.


 


Notwithstanding the
foregoing, the parties recognize that pursuant to the Purchase Agreement, the
Company may issue additional shares of Series G Preferred Stock and Series H
Preferred Stock to additional individuals or entities (such parties,
“Additional Investors”) pursuant to the Second Closing or the Third Closing
(each as defined in the Purchase Agreement). 
Each of the Additional Investors shall be entitled to become party to this
Agreement, and the addition of such parties to this Agreement and any required
amendment to Schedule C of this Agreement, shall not be considered
an amendment requiring the consent of the parties to this Agreement.  Therefore, upon execution of a counterpart
signature page to this Agreement by any of such Additional Investors, such
Additional Investors shall become parties to this Agreement to the same extent
as if they had executed this Agreement as of the date hereof and shall be
included in the definition of New Investors under this Agreement for all
purposes.  Schedule C to this
Agreement shall be automatically amended as appropriate to reflect the addition
of such individuals and/or entities as New Investors under this Agreement.


 


23
















 


5.8          Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


5.9          Aggregation of Stock.  All shares of Registrable Securities held or
acquired by affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.


 


5.10        Entire Agreement.  This Agreement and the documents referred to
herein constitute the entire agreement among the parties hereto and no party
shall be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.


 


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LEFT BLANK]


 


24
















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.


 


	
  COMPANY:

  	
  DIGIRAD CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Dahldorf

  
	
   

  	
   

  	
  John Dahldorf

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOUNDERS:

  	
  JACK F. BUTLER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jack F. Butler

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  16650 Las Cuestas

  
	
   

  	
  Rancho Santa Fe, CA  92067

  
					



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 


25
















 


	
  INVESTORS:

  	
  KINGSBURY CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury Associates, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
  Timothy J. Wollaeger,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KINGSBURY CAPITAL PARTNERS, L.P., II

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury Associates, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
  Timothy J. Wollaeger,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KINGSBURY CAPITAL PARTNERS, L.P., III

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury Associates, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
  Timothy J. Wollaeger,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KINGSBURY CAPITAL PARTNERS, L.P., IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury Associates, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
  Timothy J. Wollaeger,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  3655 Nobel Drive, Suite 490

  
	
   

  	
   

  	
  San Diego, CA  92122

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
  INVESTORS:

  	
  SORRENTO GROWTH PARTNERS I, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Equity Growth Partners I, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Growth, Inc.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Jaffe

  
	
   

  	
   

  	
  Robert M. Jaffe, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SORRENTO VENTURES II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Equity Partners, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Associates, Inc.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Jaffe

  
	
   

  	
   

  	
  Robert M. Jaffe, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4370 La Jolla Village Drive, Suite 1040

  
	
   

  	
   

  	
  San Diego, CA  92122

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
  INVESTORS:

  	
  SORRENTO VENTURES, III L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Equity Partners III, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Associates, Inc.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Jaffe

  
	
   

  	
   

  	
  Robert M. Jaffe, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SORRENTO VENTURES CE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Equity Partners III, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sorrento Associates, Inc.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Jaffe

  
	
   

  	
   

  	
  Robert M. Jaffe, President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4370 La Jolla Village Drive, Suite 1040

  
	
   

  	
   

  	
  San Diego, CA  92122

  



 


 


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  INVESTORS:

  	
  VECTOR LATER-STAGE EQUITY FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vector Fund Management II, L.L.C.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VECTOR LATER-STAGE EQUITY FUND II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vector Fund Management II, L.L.C.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VECTOR LATER-STAGE EQUITY FUND II (Q.P.), L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vector Fund Management II, L.L.C.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1751 Lake Cook Road, Suite 350

  
	
   

  	
   

  	
  Deerfield, IL  60015

  



 


 


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  INVESTORS:

  	
  PALAVACINNI PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
  Douglas Reed, M.D.

  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1751 Lake Cook Road, Suite 350

  Deerfield, IL  60015

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D. THEODORE BERGHORST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.
  Theodore Berghorst

  
	
   

  	
   

  	
  D. Theodore Berghorst

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  12 Kent Road

  Winnetka, IL 60093

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BERGHORST 1998 DYNASTIC TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.
  Theodore Berghorst

  
	
   

  	
   

  	
  D. Theodore Berghorst as Financial Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  12 Kent Road

  Winnetka, IL  60093

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PETER F. DRAKE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter
  F. Drake

  
	
   

  	
   

  	
  Peter F. Drake

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  255 Mayflower Road

  Lake Forest, IL 60045

  
	
   

  	
   

  	
   

  



 


 


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  INVESTORS:

  	
  MERRILL LYNCH VENTURES, L.P. 2001

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Merrill Lynch Ventures LLC

  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward J. Higgins

  
	
   

  	
   

  	
  Edward J. Higgins

  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4 World Financial Center, 22nd Floor

  New York, NY 10080

  Attn:  Jean Kim

  
	
   

  	
   

  	
   

  
	
   

  	
  All Notices:

  	
  Merrill Lynch Ventures L.P. 2001

  95 Greene Street

  Jersey City, NJ 07302-3815

  Attn:  Robert F. Tully

  



 


 


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  INVESTORS:

  	
  GE CAPITAL EQUITY INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Gibbs

  
	
   

  	
   

  	
  David Gibbs

  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  120 Long Ridge Road

  Stamford, CT  06927

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
  INVESTORS:

  	
  KENNETH E. OLSON TRUST DATED 3/16/89

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth E. Olson

  
	
   

  	
   

  	
  Kenneth E. Olson

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  404 Torrey Point Road

  Del Mar, CA  92014

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
  INVESTORS:

  	
  TAH & H INVESTORS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Investment Committee

  Brickyard Holdings. Inc.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Rosen

  
	
   

  	
   

  	
  Michael A. Rosen 

  Investment Committee Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KKH & C INVESTORS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Investment Committee

  Brickyard Holdings. Inc.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Rosen

  
	
   

  	
   

  	
  Michael A. Rosen 

  Investment Committee Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WAH & M INVESTORS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Investment Committee

  Brickyard Holdings. Inc.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Rosen

  
	
   

  	
   

  	
  Michael A. Rosen 

  Investment Committee Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  700 S.R. 46E

  Batesville, IN  47006

  
				



 


 


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  INVESTORS:

  	
  MLH & T INVESTORS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Investment Committee

  Brickyard Holdings. Inc.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Rosen

  
	
   

  	
   

  	
  Michael A. Rosen 

  Investment Committee Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RDH & S INVESTORS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Investment Committee

  Brickyard Holdings. Inc.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Rosen

  
	
   

  	
   

  	
  Michael A. Rosen 

  Investment Committee Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  700 S.R. 46E

  Batesville, IN  47006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  W. AUGUST HILLENBRAND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ W.
  August Hillenbrand

  
	
   

  	
   

  	
  W. August Hillenbrand

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  700 S.R. 46E

  Batesville, IN  47006

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
  INVESTORS:

  	
  FURMAN SELZ SBIC, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  L. Luikart

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James L. Luikart

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  EVP of G.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Jeffries & Co.

  520 Madison Avenue, 8th Floor

  New York, NY 10022

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  ACADIA INVESTORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:  Rockefeller & Co.,
  Inc., as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tamar
  Manuelian

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Tamar Manuelian

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Rockefeller & Co., Inc.

  Room 5400, 30 Rockefeller Plaza

  New York, NY  10112

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
   

  	
  AKINYELE ALUKO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Akinyele Aluko

  
	
   

  	
   

  	
  Akinyele Aluko

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


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  ANACAPA INVESTORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Raede

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Raede

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  112 El Paseo

  Santa Barbara, CA

  93101

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  ARTHUR E. NICHOLAS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Arthur E. Nicholas

  
	
   

  	
  Arthur E. Nicholas

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 2169

  Del Mar, CA  92014

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  ARTHUR & SOPHIE BRODY REVOCABLE 

  TRUST DATED 3/16/89

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Arthur Brody

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Arthur Brody

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  990 Highland Dr., Ste 100

  Solana Beach, CA  92075

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  ARTICLE THIRD C. TRUST U/W WILLIAM L. CARY

  
	
   

  	
   

  
	
   

  	
  SPEARS GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dorothy A. Buthom

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears Grisanti & Brown LLC

  45 Rockefeller Plaza, Suite 1709

  New York, NY  10111

  Attn:  Dorothy Buthom

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  AUREUS DIGIRAD, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Averick

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Averick

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Aureus Digirad, LLC

  c/o Richard L. Scott Investments, LLC

  100 First Stamford Place

  Stamford, CT  06902

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  CHRISTIE C. SALOMON

  
	
   

  	
   

  
	
   

  	
  SPEARS GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Dorothy A. Buthom

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears Grisanti & Brown LLC

  45 Rockefeller Plaza, Suite 1709

  New York, NY  10111

  Attn:  Dorothy Buthom

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/ Christina
  Salomon-Tripp

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christina Salomon-Tripp

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY  10019

  Attn:  Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  The Christina Salomon Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY  10019

  Attn:  Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  CLEMENT C. MOORE

  
	
   

  	
   

  
	
   

  	
  SPEARS GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Dorothy A. Buthom

  
	
   

  	
  Clement C. Moore

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears Grisanti & Brown LLC

  45 Rockefeller Plaza, Suite 1709

  New York, NY  10111

  Attn:  Dorothy Buthom

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  DAVID ROCKEFELLER

  
	
   

  	
   

  
	
   

  	
  By:  Rockefeller & Co.,
  Inc., as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tamar
  Manuelian

  
	
   

  	
   

  	
  David Rockefeller

  Tamar Manuelian, Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Rockefeller & Co., Inc.

  Room 5400, 30 Rockefeller Plaza

  New York, NY  10112

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  The David Salomon Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY  10019

  Attn:  Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]
















 


	
   

  	
  DERBES FAMILY TRUST U/D/T DATED

  4/25/86

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel W. Derbes

  
	
   

  	
  Name:

  	
  Daniel W. Derbes

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 8184

  Rancho Santa Fe

  CA  92067

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  ELLIOT FEUERSTEIN TRUST DATED 5/14/82

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elliot Feuerstein Trustee

  
	
   

  	
  Name:

  	
  Elliot Feuerstein

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  8294 Mira Mesa Blvd.

  San Diego, CA  92126

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  The Evanne S. Gargiulo Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY 10019

  Attn: Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/
  Evanne S. Gargiulo

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Evanne S. Gargiulo

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY 10019

  Attn: Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  EVVIE GOLDING

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Evvie
  Golding

  
	
   

  	
  Evvie Golding

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  572 Farmington Road

  Montgomery, AL 36109-4610

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  FISK VENTURES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen Rose

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen Rose

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4041 N. Main St.

  Racine, WI

  53402

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  FORREST M. AND PATRICIA K. SHUMWAY

  MARITAL TRUST DTD 4/26/94

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Forrest M. Shumway Trustee

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  9171 Towne Centre Dr.

  San Diego, CA  92122

  
				



 


 


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  GEORGE WEISSMAN

  
	
   

  	
   

  
	
   

  	
  SPEARS GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Dorothy A. Buthom

  
	
   

  	
  George Weissman

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears Grisanti & Brown LLC

  45 Rockefeller Plaza, Suite 1709

  New York, NY  10111

  Attn:  Dorothy Buthom

  
				



 


 


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  UNITED STATES TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  GERALD G. LOEHR TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Scott Kirkpatrick

  
	
   

  	
  Name:

  	
  Steven Scott Kirkpatrick

  
	
   

  	
  Its:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  114 West 47th Street

  New York, NY 10036

  
				



 


 


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  HARVEY FAMILY LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Harvey

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John Harvey

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  2305 NW Grand

  Oklahoma City, OK

  73116

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  HEALTH CARE INDEMNITY, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  T. Glasscock

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James T. Glasscock

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  V.P., Investments

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  One Park Plaza

  Nashville, TN 37069

  
				



 


 


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  INGLEWOOD VENTURES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel C. Wood

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel C. Wood

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  12526 High Bluff Dr. #300

  San Diego, CA 92130

  
				



 


 


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  JACK F. BUTLER

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jack
  F. Butler

  
	
   

  	
  Jack F. Butler

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1850 Viking Way

  La Jolla, CA 92037

  
				



 


 


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  JAFCO CO., LTD

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Tomio Kezuka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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  JAFCO G-6 (A) INVESTMENT ENTERPRISE

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JAFCO Co. Ltd.

  Its Executive Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka

  
	
   

  	
   

  	
  Tomio Kezuka

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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  JAFCO G-6 (B) INVESTMENT ENTERPRISE

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JAFCO Co. Ltd.

  Its Executive Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka

  
	
   

  	
   

  	
  Tomio Kezuka

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  JAFCO G-7 (A) INVESTMENT ENTERPRISE

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JAFCO Co. Ltd.

  Its Executive Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka

  
	
   

  	
   

  	
  Tomio Kezuka

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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  JAFCO G-7 (B) INVESTMENT ENTERPRISE

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JAFCO Co. Ltd.

  
	
   

  	
   

  	
  Its Executive Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka

  
	
   

  	
   

  	
  Tomio Kezuka

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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  JAFCO JS3 INVESTMENT ENTERPRISE

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JAFCO Co. Ltd.

  Its Executive Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka

  
	
   

  	
   

  	
  Tomio Kezuka

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  JAFCO R-3 INVESTMENT ENTERPRISE 

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JAFCO Co. Ltd.

  Its Executive Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tomio
  Kezuka   

  
	
   

  	
   

  	
  Tomio Kezuka

  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Tekko Bldg., 1-8-2, Marunouchi,

  Chiyoda-ku, Tokyo 100-0005,

  JAPAN

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 





















 


	
   

  	
  By:

  	
  /s/
  Jennifer Salomon

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jennifer Salomon

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY 10019

  Attn: Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  The Jennifer Salomon Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG Associates, LLC

  75 Rockefeller Plaza, 9th Floor

  New York, NY 10019

  Attn: Angela Socha

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  JEROME WILLIAMS, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jerome Williams, Jr.

  
	
   

  	
  Jerome Williams, Jr.

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


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  JOHNSON & JOHNSON DEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Onopchenko

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John Onopchenko

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  31 Technology Drive

  Irvine, CA  92618

  
				



 


 


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  INVESTORS:

  	
  KENNETH E. OLSON TRUST DATED 3/16/89

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth E. Olson

  
	
   

  	
   

  	
  Kenneth E. Olson

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  404 Torrey Point Road

  Del Mar, CA  92014

  
				



 


 


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  KNOWLES FAMILY TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Raymond V. Knowles

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Raymond V. Knowles

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 2633

  La Jolla, CA  92138

  
				



 


 


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  NATHAN P.. DUNN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Nathan P. Dunn

  
	
   

  	
  Nathan P. Dunn

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2 Bryant St. #240

  San Francisco, CA  94105

  
			



 


 


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  LAURA E. DUNN, TRUSTEE OF THE LAURA E. DUNN REVOCABLE TRUST U/D/T
  dated 9/28/01

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura
  E. Dunn

  
	
   

  	
  Name:

  	
  Laura E. Dunn, TTEE

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  13095 Skyline Blvd.

  Oakland, CA

  94619

  
				



 


 


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  LINDA J. LOEHR, MARITAL TRUST, LOEHR FAMILY TRUST DATED 2/3/89

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda
  J. Loehr Trustee

  
	
   

  	
  Name:

  	
  Linda J. Loehr, Marital Trust

  
	
   

  	
  Its:

  	
  Loehr Family Trust dated 2-3-89

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 675207

  RSF, CA  92067

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  LINDA J. LOEHR, SURVIVORS TRUST, LOEHR FAMILY TRUST DATED 2/3/89

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda
  J. Loehr Trustee

  
	
   

  	
  Name:

  	
  Linda J. Loehr, Survivors Trust

  
	
   

  	
  Its:

  	
  Loehr Family Trust dated 2-3-89

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 675207

  RSF, CA  92067

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  LINDA K. OLSON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Linda
  K. Olson

  
	
   

  	
  Linda K. Olson

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


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  LOUISE
  GRUNWALD

  
	
   

  	
   

  
	
   

  	
  SPEARS
  GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dorothy A. Buthom

  
	
   

  	
  Louise
  Grunwald

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears
  Grisanti & Brown LLC

  
	
   

  	
  45
  Rockefeller Plaza, Suite 1709

  
	
   

  	
  New York,
  NY  10111

  
	
   

  	
  Attn:  Dorothy Buthom

  
			



 


 


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  MALIN
  BURNHAM

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Malin Burnham

  
	
   

  	
  Malin
  Burnham

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  610 W. Ash
  St.

  
	
   

  	
  San Diego,
  CA

  
	
   

  	
  92101

  
			



 


 


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  MARGARETTA
  F. ROCKEFELLER

  
	
   

  	
  By:
  Rockefeller & Co., Inc., as Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane Lilienthal

  
	
   

  	
   

  	
  Margaretta F. Rockefeller

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Jane Lilienthal,
  Authorized Signatory

  
	
   

  	
  Rockefeller
  & Co., Inc.

  
	
   

  	
  Room 5400,
  30 Rockefeller Plaza

  
	
   

  	
  New York, NY
  10112

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  MILDRED
  WEISSMAN

  
	
   

  	
   

  
	
   

  	
  SPEARS
  GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dorothy A. Buthom

  
	
   

  	
  Mildred
  Weissman

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears
  Grisanti & Brown LLC

  
	
   

  	
  45
  Rockefeller Plaza, Suite 1709

  
	
   

  	
  New York,
  NY  10111

  
	
   

  	
  Attn:  Dorothy Buthom

  
			



 


 


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  MCC
  INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Kremer

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark S. Kremer, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1718 E. 4th
  St.

  
	
   

  	
  Suite 501

  
	
   

  	
  Charlotte
  NC  28204

  
				



 


 


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  MVC GLOBAL
  JAPAN FUND I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kaoru Hatakeyama

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  General Partner Kaoru Hatakeyama

  
	
   

  	
   

  	
  President & C.E.O.

  
	
   

  	
   

  	
  MVC Corporation

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  5th
  Floor, Funato Bldg.

  
	
   

  	
  1-2-3
  Kudan-Kita Chiyoda-ku,

  
	
   

  	
  Tokyo
  102-0073 Japan

  
				



 


 


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  OCEAN AVENUE
  INVESTORS, LLC – THE

  SPECIAL SECURITIES FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael H. Browne

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael H. Browne

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  100 Wilshire
  Boulevard

  
	
   

  	
  Suite 1850

  
	
   

  	
  Santa
  Monica, CA  90401

  
				



 


 


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  PAGE TRUST
  DATED 3/3/89

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas A. Page

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Thomas A. Page

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1904 Hidden
  Crest Dr.

  
	
   

  	
  El Cajon,
  Cal  92019

  
				



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  PETER T.
  DUNN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter T. Dunn

  
	
   

  	
  Peter T.
  Dunn

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2 Bryant St.
  #240

  
	
   

  	
  SF, CA  94105

  
			



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/ 

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  RE Salomon Family LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG
  Associates, LLC

  
	
   

  	
   

  	
  75
  Rockefeller Plaza, 9th Floor

  
	
   

  	
   

  	
  New York,
  NY  10019

  
	
   

  	
   

  	
  Attn:  Angela Socha

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/ Ralph Salomon

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ralph Salomon

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG
  Associates, LLC

  
	
   

  	
   

  	
  75
  Rockefeller Plaza, 9th Floor

  
	
   

  	
   

  	
  New York,
  NY  10019

  
	
   

  	
   

  	
  Attn:  Angela Socha

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  REES JONES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Rees Jones

  
	
   

  	
  Rees Jones

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  55 South
  Park St.

  
	
   

  	
  Montclair,
  NJ  07042

  
			



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  By:

  	
  /s/ Robert Salomon

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Salomon

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG
  Associates, LLC

  
	
   

  	
   

  	
  75
  Rockefeller Plaza, 9th Floor

  
	
   

  	
   

  	
  New York,
  NY  10019

  



 


 


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  By:

  	
  /s/ 

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Salbros, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o TAG
  Associates, LLC

  
	
   

  	
   

  	
  75
  Rockefeller Plaza, 9th Floor

  
	
   

  	
   

  	
  New York,
  NY  10019

  
	
   

  	
   

  	
  Attn:  Angela Socha

  



 


 


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  SBSF
  BIOTECHNOLOGY FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa B. Tuckerman

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lisa B. Tuckerman

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Member of the General Partner

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 East
  Main St.

  
	
   

  	
   

  	
  Suite G

  
	
   

  	
  Bozeman,
  MT  59715

  
	
   

  
	
   

  	
  NOTE:
  INVESTING ON BEHALF OF SBSF BIOTECHNOLOGY FUND, L.P. WILL BE RIVERBANK
  PARTNERS, LLC THE GENERAL PARTNER OF THE FUND

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LBT          

  	
   

  
						



 


 


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  SBSF
  BIOTECHNOLOGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa B. Tuckerman

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lisa B. Tuckerman

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Member of the General Partner

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 East
  Main St.

  
	
   

  	
   

  	
  Suite G

  
	
   

  	
  Bozeman,
  MT  59715

  
	
   

  
	
   

  	
  NOTE:
  INVESTING ON BEHALF OF SBSF BIOTECHNOLOGY FUND, L.P. WILL BE RIVERBANK
  PARTNERS, LLC THE GENERAL PARTNER OF THE FUND

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LBT          

  	
   

  
						



 


 


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  STANLEY &
  MAXINE FIRESTONE TRUST DATED 12/02/88

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley Firestone

  
	
   

  	
  Name:

  	
  Stanley Firestone

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  259 South
  Beverly Drive

  
	
   

  	
   

  	
  Beverly
  Hills, CA  90212

  



 


 


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  STEPHEN A.
  AND LOU ANN MCADAMS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Stephen A. McAdams

  
	
   

  	
  Stephen A.
  McAdams

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Lou Ann McAdams

  
	
   

  	
  Lou Ann
  McAdams

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  4901 Old
  Course Dr.

  
	
   

  	
  Charlotte,
  NC  28277

  
			



 


 


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  STEPHEN A.
  MCADAMS ROLLOVER IRA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen McAdams

  
	
   

  	
  Name:

  	
  Stephen McAdams

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  4901 Old
  Course Dr. 

  
	
   

  	
   

  	
  Charlotte,
  NC  28277

  



 


 


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  SUTRO GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas E. Bertelsen

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Thomas E. Bertelsen, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Advisor

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  RBC Dain
  Rauscher

  
	
   

  	
   

  	
  201
  California St.

  
	
   

  	
  San
  Francisco, CA  94111

  



 


 


[SIGNATURE PAGE TO AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  TRUST UA
  12/7/67 F/B/O KATHERINE FC CARY 

  
	
   

  	
   

  
	
   

  	
  SPEARS
  GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorothy A. Buthom

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears
  Grisanti & Brown LLC

  
	
   

  	
   

  	
  45
  Rockefeller Plaza, Suite 1709

  
	
   

  	
   

  	
  New York,
  NY  10111

  
	
   

  	
  Attn:  Dorothy Buthom

  



 


 


[SIGNATURE PAGE TO AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  THE
  UNIVERSITY OF NORTH CAROLINA AT 

  CHAPEL HILL FOUNDATION

  INVESTMENT FUND, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Yusko

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark W. Yusko

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  300 South
  Building, CB# 1000

  
	
   

  	
   

  	
  Chapel Hill,
  NC  27599-1000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All
  correspondence should be sent to:

  
	
   

  	
  308 West Rosemary Street, Suite 203

  Chapel Hill, NC  27516

  



 


 


[SIGNATURE PAGE TO AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  TIMOTHY J.
  WOLLAEGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy J. Wollaeger

  
	
   

  	
  Timothy J.
  Wollaeger

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  4401
  Eastgate Mall

  
	
   

  	
  San Diego,
  CA 92121

  
			



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 





















 


	
   

  	
  VON
  RAUTENKRANZ NACHFOLGER GBR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Dieter Feddersen

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Dieter Feddersen

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  An Der
  Favorite 02

  
	
   

  	
   

  	
  D-55030   Dainz

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series H
  Preferred Stock

  maximum principal

  amount of US$7,334.11.

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  WILLIAM G.
  SPEARS

  
	
   

  	
   

  
	
   

  	
  SPEARS
  GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dorothy A. Buthom

  
	
   

  	
  William G.
  Spears

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears
  Grisanti & Brown LLC

  
	
   

  	
   

  	
  45
  Rockefeller Plaza, Suite 1709

  
	
   

  	
   

  	
  New York,
  NY  10111

  
	
   

  	
  Attn:  Dorothy Buthom

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  WILLIAM L.
  ASHBURN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William L. Ashburn

  
	
   

  	
  William L.
  Ashburn

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2744
  Inverness Dr.

  
	
   

  	
   

  	
  La Jolla,
  CA  92037

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  WILLIAM W.
  MCGUIRE

  
	
   

  	
   

  
	
   

  	
  SPEARS
  GRISANTI & BROWN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dorothy A. Buthom

  
	
   

  	
  William W.
  McGuire

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Spears
  Grisanti & Brown LLC

  
	
   

  	
   

  	
  45
  Rockefeller Plaza, Suite 1709

  
	
   

  	
   

  	
  New York,
  NY  10111

  
	
   

  	
  Attn:  Dorothy Buthom

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  SANDERLING
  VENTURE PARTNERS V, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Middleton, McNeil & Mills Associates V,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred A. Middleton

  
	
   

  	
   

  	
  Fred A. Middleton

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  400 South El
  Camino Real, Suite 1200

  
	
   

  	
   

  	
  San Mateo,
  CA  94402-1708

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SANDERLING V
  BIOMEDICAL, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Middleton, McNeil & Mills Associates V,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred A. Middleton

  
	
   

  	
   

  	
  Fred A. Middleton

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  400 South El
  Camino Real, Suite 1200

  
	
   

  	
   

  	
  San Mateo,
  CA  94402-1708

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SANDERLING V
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:  Middleton, McNeil & Mills Associates V,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred A. Middleton

  
	
   

  	
   

  	
  Fred A. Middleton

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  400 South El
  Camino Real, Suite 1200

  
	
   

  	
   

  	
  San Mateo,
  CA  94402-1708

  



 


 


[SIGNATURE PAGE TO AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  SANDERLING V
  BETEILIGUNGS GMBH & CO. KG

  
	
   

  	
   

  
	
   

  	
  By:  Middleton, McNeil & Mills Associates V,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred A. Middleton

  
	
   

  	
   

  	
  Fred A. Middleton

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  400 South El
  Camino Real, Suite 1200

  
	
   

  	
   

  	
  San Mateo,
  CA  94402-1708

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SANDERLING V
  VENTURES MANAGEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred A. Middleton

  
	
   

  	
   

  	
  Fred A. Middleton

  
	
   

  	
   

  	
  Owner

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  400 South El
  Camino Real, Suite 1200

  
	
   

  	
   

  	
  San Mateo,
  CA  94402-1708

  



 


 


[SIGNATURE PAGE TO AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  HENRY
  GOODWIN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Henry Goodwin

  
	
   

  	
  Henry
  Goodwin

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1221
  McKinney 

  
	
   

  	
  Suite 3900

  
	
   

  	
  Houston,
  TX  77010

  
			



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


	
   

  	
  ALLEN FAMILY
  TRUST DATED 10/12/81

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dick Allen

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  4199 Campus
  Drive, Suite 830

  
	
   

  	
   

  	
  Irvine,
  CA  92612

  



 


 


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INVESTORS’ RIGHTS AGREEMENT]


 
















 


SCHEDULE A


 


FOUNDERS


 


Jack Butler, Sr.


Jack Butler, Jr.


Alice Butler


Michael Butler


Patricia Butler


Clinton Lingren


Leslie Lingren


David Lingren


Corinne Avayo


Wallace Goodson


LaVerne Clark


Marcia McChesney


Vera Williams


Marilyn Sargent


Grant Heileson


Carma Farley


Darlene Logan


Kathleen Ipsen


Terry Tervort


Michelle Belnap


Alison Komm


 


A-1
















 


SCHEDULE B


 


EXISTING INVESTORS


 


 


Vector Later-Stage Equity Fund, L.P.


Vector Later-Stage Equity Fund II, L.P.


Vector Later-Stage Equity Fund II (Q.P.), L.P.


Furman Selz SBIC L.P.


Sorrento Growth Partners I, L.P.


Sorrento Ventures II, L.P.


Sorrento Ventures III, L.P.


Sorrento Ventures CE, L.P.


Kingsbury Capital Partners, L.P.


Kingsbury Capital Partners, L.P., II


Kingsbury Capital Partners, L.P., III


Kingsbury Capital Partners L.P., IV


Jack F. Butler, Sr.


Gerald G. Loehr Trust


William L. Ashburn


Karen A. Klause


Kenneth E. Olson Trust


Peter T. Dunn

Dunn Family Trust


Nathan P. Dunn


Kyla E. Dunn


The Arthur
& Sophie Brody Revocable Trust DTD 04/13/89


Malin Burnham


Philip L. Elkus Trust DTD 09/09/74


Elliot Feuerstein Trust DTD 05/14/82


Stanley and Maxine Firestone Trust DTD 12/02/88


Ira R. and Joan P. Katz Qualified Marital Trust


Knowles Family Trust


The SDL Trust


Arthur E. Nicholas


The Stanley E. and Pauline M. Foster Trust DTD  07/31/81


Page Trust DTD 03/03/89


Forrest N. Shumway & Patricia K. Shumway Trust DTD 04/26/94


Derbes Family Trust U/D/T 04/25/86


Sutro Investment Partners V., LLC


SBSF Biotechnology Fund, L.P.


SBSF Biotechnology Partners Fund, L.P.


ABS Employees’ Venture Fund Limited Partnership


JAFCO Co., Ltd.


JAFCO R-3 Investment Enterprise Partnership


JAFCO JS3 Investment Enterprise Partnership


JAFCO G-6 (A) Investment Enterprise Partnership


JAFCO G-6 (B) Investment Enterprise Partnership


 


B-1
















 


JAFCO G-7 (A) Investment Enterprise Partnership


JAFCO G-7 (B) Investment
Enterprise Partnership


Johnson & Johnson
Development Corporation


Health Care Indemnity, Inc.


Mitsui & Co., Ltd.


MVC Global Japan Fund I


Ocean Avenue Investors, LLC –
Founders Fund


Ocean Avenue Investors, LLC –
Redstone Fund


Aureus Digirad, LLC


Merrill Lynch Ventures, L.P. 2001


Mid-Carolina Cardiology, PA


Stephen A. McAdams and Lou Ann
McAdams, as Joint Tenants


Akinyele Aluko, M.D.


Harvey Family LLC

GFP Digirad

Dr. Jerome Williams, Jr.

Dwayne A. Schmidt

Richard N. and Judy F. Linder


Fisk Ventures LLC


IngleWood Ventures, L.P.


The University of North Carolina at Chapel
Hill Foundation Investment Fund, Inc.


Palavaccini Partners, LP


Anacapa Investors, LLC —Anacapa I


GE Capital Equity Investments, Inc.


D. Theodore Berghorst


Imperial Ventures, Inc.


W August Hillenbrand


TAH & H Investors, LP


KKH & C Investors, LP


WAH & M Investors, LP


MLH & T Investors, LP


RDH & S Investors, LP


Peter F. Drake


Silicon Valley Bank


Stephen A. McAdams Rollover IRA


 


B-2
















 


SCHEDULE C


 


NEW INVESTORS


 


Kingsbury Capital Partners, L.P.


Kingsbury Capital Partners, L.P., II


Kingsbury Capital Partners, L.P., III


Kingsbury Capital Partners L.P., IV


Sorrento Growth Partners I, L.P.


Sorrento Ventures II, L.P.


Sorrento Ventures III, L.P.


Sorrento Ventures CE, L.P.


Vector Later-Stage Equity Fund, L.P.


Vector Later-Stage Equity Fund II, L.P.


Vector Later-Stage Equity Fund II (Q.P.), L.P.


Palivacinni Partners, LLC

D. Theodore Berghorst

Berghorst 1998 Dynastic Trust

Peter F. Drake


Merrill Lynch Ventures, L.P.
2001


GE Capital Equity Investments, Inc.


Kenneth E. Olson Trust dated 3/16/89


TAH & H Investors, LP


KKH & C Investors, LP


WAH & M Investors, LP


MLH & T Investors, LP


RDH & S Investors, LP


W August Hillenbrand


Furman Selz SBIC, L.P.


Acadia Investors, LLC


Akinyele Aluko


Anacapa Investors, LLC


Arthur E. Nicholas


Arthur & Sophie Brody Revocable Trust dated 3/16/89


Article Third C. Trust U/W William L. Cary


Aureus Digirad, LLC


Christie C. Salomon


Christina Salomon


Christine Salomon Trust


Clement C. Moore


Comerica Ventures Incorporated


David Rockefeller


David Salomon 12/20/70 Trust


Derbes Family Trust U/D/T dated 4/25/86


Elliot Feuerstein Trust dated 5/14/82


Evanne S. Garguilo Trust


Evanne S. Garguilo


 


C-1
















 


Evvie Golding


Fisk Ventures LLC


Forrest M. and Patricia K. Shumway Marital Trust DTD 4/26/94


George Weissman


Gerald G. Loehr Trust


Harvey Family LLC


Health Care Indemnity, Inc.


Inglewood Ventures, L.P.


Jack F. Butler


JAFCO Co., LTD


JAFCO G-6 (A) Investment Enterprise Partnership


JAFCO G-6 (B) Investment Enterprise Partnership


JAFCO G-7 (A) Investment Enterprise Partnership


JAFCO G-7 (B) Investment Enterprise Partnership


JAFCO JS3 Investment Enterprise Partnership


JAFCO R-3 Investment Enterprise Partnership


Jennifer Salomon


Jennifer Salomon Trust


Jerome Williams, Jr.


Johnson & Johnson Development Corporation


Kenneth E. Olson Trust dated 3/16/89


Knowles Family Trust


Kyla E. Dunn


Laura E. Dunn, Trustee of the Laura E. Dunn Revocable Trust U/D/T dated
9/28/01


Linda J. Loehr, Marital Trust, Loehr Family Trust dated 2/3/89


Linda J. Loehr, Survivors Trust, Loehr Family Trust dated 2/3/89


Linda K. Olson


Louise Grunwald


Malin Burnham


Margaretta F. Rockefeller


Mildred Weissman


Mitsui & Co., Ltd.


MMC Investments, LLC


MVC Global Japan Fund I


Nathan P. Dunn


Ocean Avenue Investors, LLC – The Special Securities Fund


Page Trust dated 3/3/89


Peter T. Dunn


R.E. Salomon Family, LLC


Ralph Salomon


Rees Jones


Robert Salomons


Salbros LLC


SBSF Biotechnology Fund, L.P.


SBSF Biotechnology Partners, L.P.


Stanley & Maxine Firestone Trust dated 12/02/88


 


C-2
















 


Stephen A. and Lou Ann McAdams


Stephen A. McAdams Rollover IRA


Sutro Group


The University of North Carolina at Chapel Hill Foundation on
Investment Fund, Inc.


Timothy J. Wollaeger


Trust UA 12/7/67 F/B/O Katherine FC Cary


von Rautenkranz Nachfolger GbR


William G. Spears


William L. Ashburn


William W. McGuire


Sanderling Venture Partners V, L.P.


Sanderling V Biomedical, L.P.


Sanderling V Limited Partnership


Sanderling V Beteiligungs GMBH & Co. KG


Sanderling V Ventures Management


Henry Goodwin


Allen Family Trust Dated 10/12/81


 


C-3
















AMENDMENT TO



SERIES G PREFERRED STOCK AND SERIES H PREFERRED STOCK PURCHASE AND EXCHANGE
AGREEMENT AND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


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


 


RECITALS


 


WHEREAS, the
Company and certain of the Stockholders are parties to the Company’s Series G
Preferred Stock and Series H Preferred Stock Purchase and Exchange Agreement,
dated as of April 23, 2002 (the “Purchase Agreement”), pursuant to which any
amendment thereto requires the written consent of (i) the Company and (ii) at
least half in number of the Major Investors (as defined in
Section 1.2(d)(i) of the Purchase Agreement),


 


WHEREAS, the
Company and certain of the Stockholders are parties to the Company’s Amended
and Restated Investors’ Rights Agreement, dated as of April 23, 2002 (the “Rights Agreement”),
pursuant to which any amendment thereto requires:


 


(i)            with respect to Section 1.2,
the written consent of (a) the Company, (b) the holders of a majority of the
shares held by the Founders (as defined in the Rights Agreement), and (c) the
Investors (as defined in the Rights Agreement) holding a majority of the Common
Stock issued or issuable upon conversion of the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock and Series F Preferred Stock, voting as a single
class;


 


(ii)           with respect to Section 1.3, the
written consent of (a) the Company and (b) Investors holding a majority of the
Common Stock issued or issuable upon conversion of the Series G Preferred Stock
and Series H Preferred Stock, voting as a single class; and


 


(iii)          with respect to Sections 2.16 and 3.5,
the written consent of (a) the Company and (b) a majority of the Major
Investors (as defined in the Purchase Agreement).


 


WHEREAS, in
anticipation of the initial public offering of the Common Stock of the Company,
the Company and the Stockholders believe that it is in the best interests of
the Company and the Stockholders to amend the Series H Agreements to, among
other things, conform the definition of a “qualifying public offering” to the
definition set forth in the Company’s Amended and Restated Certificate of
Incorporation, as amended from time to time.


 


4
















 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and conditions
set forth below, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties to this Amendment hereby agree as
follows:


 


AMENDMENT


 


1.             Section 8.3 of the
Purchase Agreement hereby is amended and restated in its entirety to read as
follows:


 


Section 8.3.  Survival of
Warranties.  The warranties,
representations, and covenants of the Company and the Investors contained in or
made pursuant to this Agreement shall survive the execution and delivery of
this Agreement and the First Closing; provided, however,
that Sections 8.2 (Additional Debt), 8.15 (Publicity) and 8.17 (Directors’ and
Officers’ Insurance) shall terminate upon the closing of the Company’s sale of
its Common Stock in a bona fide, firm commitment underwritten public offering
registered under the Securities Act of 1933, as amended (the “Securities Act”),
which results in a closing of the Company’s sale of its Common Stock in a
Qualifying Public Offering (as defined in the Company’s Amended and Restated
Certificate of Incorporation, as amended from time to time).


 


2.             Section 1.2(d)(iii) of
the Rights Agreement hereby is amended and restated in its entirety as follows:


 


(iii) to the issuance or sale of shares of equity
securities on and after a closing of the Company’s sale of its Common Stock in
a Qualifying Public Offering (as defined in the Company’s Amended and Restated
Certificate of Incorporation, as amended from time to time).


 


3.             Section 1.3(e)(iii) of
the Rights Agreement hereby is amended and restated in its entirety as follows:


 


(iii) to the issuance or sale of shares of equity
securities on and after a closing of the Company’s sale of its Common Stock in
a Qualifying Public Offering.


 


4.             Section 2.16(ii) of the
Rights Agreement hereby is amended and restated in its entirety as follows:


 


(ii) on the seventh anniversary of the Closing of the
Company’s sale of its Common Stock in a Qualifying Public Offering.


 


5.             Section 3.5 of the
Rights Agreement hereby is amended and restated in its entirety to read as
follows:


 


The Company shall take such actions and do such things
as may be necessary to cause each outstanding share of Preferred Stock to be
automatically converted (in accordance with the provisions of Article IV,
Division B, Section 5 of the Amended and Restated Certificate of
Incorporation of the Company) into shares of Common Stock immediately upon the
approval of both (i) at least half in number of the Major Investors and (ii)
the


 


5
















 


holders of a majority of the then outstanding voting
power of the Series H Preferred Stock, voting as a single class; provided,
however, that if such approval is in connection with an underwritten offer of
securities registered pursuant to the Securities Act, the conversion may be
conditioned upon the closing of the sale of securities pursuant to such
offering, in which event each outstanding share of Preferred Stock shall not be
deemed to have converted until immediately prior to the closing of such sale of
securities.


 


6.             Section 3.11 of the
Rights Agreement hereby is added to read as follows:


 


3.11  Termination of
Covenants.  Sections 3.3
(Required Approvals), 3.4 (Request for Redemption), 3.5 (Automatic Conversion),
3.7 (Proprietary Information Agreements), 3.8 (Option Vesting), 3.9 (Compliance
with Law) and 3.10 (Insurance), shall terminate and be of no further force and
effect upon the closing of the Company’s sale of its Common Stock in a
Qualifying Public Offering.


 


7.             Except as modified by this
Amendment, each of the Series H Agreements shall remain in full force and
effect in accordance with its respective terms. 
This Amendment shall be deemed an amendment to:


 


(A)          the Purchase Agreement, pursuant to which
any amendment thereto requires the written consent of (i) the Company and (ii)
at least half in number of the Major Investors;


 


(B)           Section 1.2 of the Rights
Agreement, pursuant to which any amendment thereto requires the written consent
of (a) the Company, (b) the holders of a majority of the shares held by the
Founders (as defined in the Rights Agreement), and (c) the Investors (as defined
in the Rights Agreement) holding a majority of the Common Stock issued or
issuable upon conversion of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock and Series F Preferred Stock, voting as a single class;


 


(C)           Section 1.3 of the Rights
Agreement, pursuant to which any amendment thereto requires the written consent
of (a) the Company and (b) Investors holding a majority of the Common Stock
issued or issuable upon conversion of the Series G Preferred Stock and Series H
Preferred Stock, voting as a single class; and


 


(D)          Sections 2.16 and 3.5 of the Rights
Agreement, pursuant to which any amendment thereto requires the written consent
of (a) the Company and (b) a majority of the Major Investors (as defined in the
Purchase Agreement).


 


8.             This Amendment may be
executed by facsimile and in any number of counterparts by the parties hereto,
all of which together shall constitute one instrument.


 


6
















 


IN WITNESS WHEREOF, the parties hereto have
executed this AMENDMENT as of the date set forth
in the first paragraph hereof.


 


 


	
  COMPANY:

  	
   

  
	
   

  	
   

  
	
  DIGIRAD CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David M. Sheehan

  	
   

  
	
  David M. Sheehan

  	
   

  
	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  13950 Stowe Drive

  	
   

  
	
   

  	
  Poway, California 92064

  	
   

  
					



 


7
















 


COUNTERPART SIGNATURE PAGE TO AMENDMENT TO


SERIES G PREFERRED STOCK AND SERIES H
PREFERRED STOCK PURCHASE AND EXCHANGE AGREEMENT AND AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT


 


By its signature below, the undersigned does hereby become a party to
and agrees to be bound by the provisions of the Amendment to the Series G
Preferred Stock and Series H Preferred Stock Purchase and Exchange Agreement
and Amended and Restated Investors’ Rights Agreement (the “Amendment”), to which this signature page is appended, and
the undersigned hereby authorizes the Company to append this signature page as
a counterpart to the Amendment as
evidence thereof.


 


	
  [Signature Block for Individuals]

  	
   

  	
   

  	
  [Signature Block for Entities]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  	
  *

  
	
  Signature

  	
   

  	
   

  	
  Name of Entity

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
  Printed Name

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


*  See
attached Schedule of Stockholders


 


8
















 


SCHEDULE OF STOCKHOLDERS


 


 


	
  Individuals

  	
   

  	
  Entities

  
	
   

  	
   

  	
   

  
	
  Jack F. Butler

  	
   

  	
  GE Capital Equity Investments, Inc.

  
	
  Clinton L. Lingren

  	
   

  	
  JAFCO CO., Ltd.

  
	
  Timothy J. Wollaeger

  	
   

  	
  JAFCO G-6(A) Investment Enterprise Partnership

  
	
   

  	
   

  	
  JAFCO G-6(B) Investment Enterprise Partnership

  
	
   

  	
   

  	
  JAFCO G-7(A) Investment Enterprise Partnership

  
	
   

  	
   

  	
  JAFCO G-7(B) Investment Enterprise Partnership

  
	
   

  	
   

  	
  JAFCO JS3 Investment Enterprise Partnership

  
	
   

  	
   

  	
  JAFCO R-3 Investment Enterprise Partnership

  
	
   

  	
   

  	
  Kingsbury Capital Partners LP

  
	
   

  	
   

  	
  Kingsbury Capital Partners LP II

  
	
   

  	
   

  	
  Kingsbury Capital Partners LP III

  
	
   

  	
   

  	
  Kingsbury Capital Partners LP IV

  
	
   

  	
   

  	
  Merrill Lynch Ventures L.P. 2001

  
	
   

  	
   

  	
  Mitsui & Co., Ltd.

  
	
   

  	
   

  	
  MVC Global Japan Fund I

  
	
   

  	
   

  	
  Ocean Avenue Investors, LLC – the Special Securities Fund

  
	
   

  	
   

  	
  Palivacinni Partners, LLC

  
	
   

  	
   

  	
  Sanderling V Beteiligungs GmbH & Co. KG

  
	
   

  	
   

  	
  Sanderling V Biomedical, L.P.

  
	
   

  	
   

  	
  Sanderling V Limited Partnership

  
	
   

  	
   

  	
  Sanderling V Ventures Management

  
	
   

  	
   

  	
  Sanderling Venture Partners V, L.P.

  
	
   

  	
   

  	
  Sorrento Growth Partners I, L.P.

  
	
   

  	
   

  	
  Sorrento Ventures II, L.P.

  
	
   

  	
   

  	
  Sorrento Ventures, III L.P.

  
	
   

  	
   

  	
  Sorrento Ventures CE, L.P.

  
	
   

  	
   

  	
  Vector Later-Stage Equity Fund, L.P.

  
	
   

  	
   

  	
  Vector Later-Stage Equity Fund II, L.P.

  
	
   

  	
   

  	
  Vector Later-Stage Equity Fund II (QP), LP

  
	
   

  	
   

  	
  Von Rautenkranz Nachfolger GbR

  
	
   

  	
   

  	
  Kenneth E. Olson Trust

  
	
   

  	
   

  	
  Knowles Family Trust

  



 


 
















 


AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


This Amendment to AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT (this  “Amendment”)  is made as of June 1, 2004 by and among Digirad Corporation, a Delaware
corporation (the “Company”) and certain other parties
(collectively, the “Stockholders”) to the Rights Agreement (as
defined below).


 


RECITALS


 


Whereas, the
Company and the Stockholders are parties to the Company’s Amended and Restated
Investors’ Rights Agreement, dated as of April 23, 2002, as amended March 11,
2004 (the “Rights
Agreement”), pursuant to which:


 


(i)            the
prior written consent of the Holders of a majority of the outstanding
Registrable Securities (each term as defined therein) is required pursuant to
Section 2.14 thereof prior to the Company’s granting of certain registration
rights thereunder; and


 


(ii)           any
amendment thereto requires the written consent of (a) the Company and (b) a
majority of the Major Investors (as defined therein) pursuant to Section 5.7
thereof.


 


Whereas, in
anticipation of the Company’s issuance of certain warrants to purchase shares
of its Common Stock to certain holders of notes payable in the original,
aggregate principal amount of $735,000 and any of their respective successors
or designees (each, a “Noteholder”
and collectively, the “Noteholders”),
the Company and the Stockholders believe that it is in the best interests of
the Company and the Stockholders to amend the Rights Agreement to provide
certain registration rights to the Noteholders.


 


Now, Therefore, in
consideration of the foregoing premises and the mutual covenants and conditions
set forth below, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties to this Amendment hereby agree as
follows:


 


AMENDMENT


 


1.             Amendment to Section
2.1(b).  Section 2.1(b)
of the Rights Agreement is hereby amended and restated in its entirety as
follows:


 


“(b)           The
term “Registrable Securities” means (i) the Common Stock issuable or issued
upon conversion of the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series G Preferred Stock and Series H Preferred
Stock, (ii) the Common Stock issuable or issued upon exercise of those certain
Warrants to Purchase Common Stock of Digirad Corporation issued to certain
holders of notes payable in the original, aggregate principal amount of
$735,000 and their successors or designees thereto, pursuant to which up to
250,000 shares of Common Stock may be issued (as adjusted for any subsequent
stock splits, stock dividends or other recapitalizations following the date
hereof) following the Company’s consummation of an underwritten public offering
of


 


1
















 


shares of the Company’s Common Stock registered under the Securities
Act and (iii) any Common Stock of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, the shares referenced in subsections (i) and (ii),
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which such person’s registration rights are not assigned.”


 


2.             Consent to and Approval of
Amendment.  Except as
modified by this Amendment, the Rights Agreement shall remain in full force and
effect in accordance with its respective terms. 
This Amendment shall be deemed an amendment authorized by or consent
given pursuant to:


 


(A)          Section
2.14 of the Rights Agreement, pursuant to which any agreement providing for the
granting of certain registration rights requires the prior written consent of
the Holders of a majority of the outstanding Registrable Securities (each term
as defined therein).


 


(B)           Section 5.7 of the Rights Agreement,
pursuant to which any amendment thereto requires the written consent of (a) the
Company and (b) a majority of the Major Investors (as defined therein).


 


3.             Addition of Noteholders as
Parties.  By, and expressly conditioned upon, his or
its execution of a counterpart signature page to this Amendment (whether on or
after the date hereof), each Noteholder shall be deemed to become a “Holder”
for all purposes under the Rights Agreement and shall become a party to Section
2 of the Rights Agreement and shall have the rights and obligations set forth
therein.  Any schedules or exhibits to
the Rights Agreement shall thereafter be amended as appropriate to reflect the
addition of such individuals or entities as parties thereto.


 


4.             Conflicts.  Except as expressly amended,
restated or consented to in this Amendment, the Rights Agreement shall continue
in full force and effect.  In the event
of any conflict between the terms of this Amendment and the Rights Agreement,
the terms of this Amendment shall govern and control.


 


5.             Governing Law.  This Amendment shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.


 


6.             Counterparts.  This Amendment may be executed by facsimile
and in any number of counterparts by the parties hereto, all of which together
shall constitute one instrument.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


2
















 


In Witness Whereof, the parties hereto have
executed this  Amendment
as of the date set forth in the first paragraph hereof.


 


	
  COMPANY:

  
	
   

  
	
  Digirad Corporation

  
	
   

  
	
  By:

  	
     /s/ David M. Sheehan

  	
   

  
	
   

  	
   

  	
  David M. Sheehan,

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  
				



 


	
  Address:

  	
  13950 Stowe
  Drive

  
	
   

  	
  Poway,
  California 92064

  



 


 


3
















 


COUNTERPART SIGNATURE PAGE TO AMENDMENT TO


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  JACK F.
  BUTLER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/
  Jack F. Butler

  	
   

  
	
   

  	
  Signature

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  CLINTON J.
  LINGREN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/
  Clinton J. Lingren

  	
   

  
	
   

  	
  Signature

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  KINGSBURY
  CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury
  Associates, L.P.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
   

  	
  Timothy J.
  Wollaeger,

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  KINGSBURY
  CAPITAL PARTNERS, L.P., II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury
  Associates, L.P.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
   

  	
  Timothy J.
  Wollaeger,

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  KINGSBURY
  CAPITAL PARTNERS, L.P., III

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury
  Associates, L.P.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
   

  	
  Timothy J. Wollaeger,

  
	
   

  	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  KINGSBURY
  CAPITAL PARTNERS, L.P., IV

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kingsbury
  Associates, L.P.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Timothy J. Wollaeger

  
	
   

  	
   

  	
   

  	
  Timothy J. Wollaeger,

  
	
   

  	
   

  	
   

  	
  General Partner

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  SANDERLING VENTURE
  PARTNERS V, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Middleton,
  McNeil & Mills Associates V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Fred A. Middleton

  
	
   

  	
   

  	
   

  	
  Fred A. Middleton,

  
	
   

  	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANDERLING V
  BIOMEDICAL, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Middleton,
  McNeil & Mills Associates V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Fred A. Middleton

  
	
   

  	
   

  	
   

  	
  Fred A. Middleton,

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  SANDERLING V
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Middleton,
  McNeil & Mills Associates V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Fred A. Middleton

  
	
   

  	
   

  	
   

  	
  Fred A.
  Middleton,

  
	
   

  	
   

  	
   

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANDERLING V
  BETEILIGUNGS GMBH &

  CO. KG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Middleton,
  McNeil & Mills Associates V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Fred A. Middleton

  
	
   

  	
   

  	
   

  	
  Fred A.
  Middleton,

  
	
   

  	
   

  	
   

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANDERLING V
  VENTURES MANAGEMENT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Middleton,
  McNeil & Mills Associates V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Fred A. Middleton

  
	
   

  	
   

  	
   

  	
  Fred A. Middleton,

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  GE CAPITAL
  EQUITY INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Mary P. Harman

  
	
   

  	
   

  	
  Mary P.
  Harman,

  
	
   

  	
   

  	
  Vice
  President

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  MERRILL
  LYNCH VENTURES, L.P. 2001

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Merrill
  Lynch Ventures LLC,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Mandakini Puri

  	
   

  
	
   

  	
   

  	
   

  	
  Mandakini
  Puri,

  
	
   

  	
   

  	
   

  	
  Executive
  Vice President

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  PALIVACINNI
  PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Douglas Reed, M.D.

  	
   

  
	
   

  	
   

  	
  Douglas
  Reed, M.D.,

  
	
   

  	
   

  	
  Managing
  Member

  



 
















 


Counterpart Signature Page to Amendment To


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
  VECTOR
  LATER-STAGE EQUITY FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vector Fund
  Management II, L.L.C.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
   

  	
  Douglas
  Reed, M.D.,

  
	
   

  	
   

  	
   

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VECTOR
  LATER-STAGE EQUITY FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vector Fund
  Management II, L.L.C.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
   

  	
  Douglas
  Reed, M.D.,

  
	
   

  	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VECTOR
  LATER-STAGE EQUITY FUND II

  (Q.P.), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vector Fund
  Management II, L.L.C.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Douglas Reed, M.D.

  
	
   

  	
   

  	
   

  	
  Douglas Reed, M.D.,

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 
















 


COUNTERPART SIGNATURE PAGE TO AMENDMENT TO


AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
   

  	
  GERALD G.
  LOEHR SEPARATE PROPERTY TRUST 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Whittier
  Trust Company 

  
	
   

  	
   

  	
  Its:

  	
  Co-Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Pamela D. Barker

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Pamela D. Barker

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Vice President 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William C. Johnson

  	
   

  
	
   

  	
   

  	
   

  	
  William C.
  Johnson 

  
	
   

  	
   

  	
   

  	
  Co-Trustee

  



 
















 


COUNTERPART SIGNATURE PAGE TO AMENDMENT TO


AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


By his or its signature below,
the undersigned does hereby become a party to and agrees to be bound by the
provisions of the Amendment to the Amended and Restated Investors’ Rights
Agreement (the “Amendment”), to
which this signature page is appended, and the undersigned hereby authorizes
the Company to append this signature page as a counterpart to the Amendment as evidence thereof.


 


 


	
   

  	
   

  	
  LINDA J.
  LOEHR, TRUSTEE MARTIAL TRUST,

  LOEHR FAMILY TRUST DATED FEBRUARY 3,

  1989

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Linda J. Loehr, Trustee

  
	
   

  	
   

  	
   

  	
  Linda J.
  Loehr

  
	
   

  	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LINDA J.
  LOEHR, TRUSTEE SURVIVOR’S TRUST,

  LOEHR FAMILY TRUST DATED FEBRUARY 3,

  1989

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Linda J. Loehr, Trustee

  
	
   

  	
   

  	
   

  	
  Linda J.
  Loehr

  
	
   

  	
   

  	
   

  	
  Trustee