Common use of DIGIRAD CORPORATION Clause in Contracts

DIGIRAD CORPORATION. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of November 22, 2005 the “Rights Agreement”), between Digirad Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on December 12, 2015 at the office of the * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence. Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth (0.001) of a fully paid and non-assessable share of Series A Participating Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), of the Company, at an Exercise Price of $20.00 per one-thousandth (0.001) of a Preferred Share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths (0.001) of a Preferred Share which may be purchased upon exercise hereof) set forth above are the number and Exercise Price as of December 12, 2005 based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Exercise Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.001 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate amount of securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. No fractional portion of less than one one-thousandth (0.001) of a Preferred Share will be issued upon the exercise of any Right or Rights evidenced hereby but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . ATTEST: DIGIRAD CORPORATION By: Secretary Its: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: Its: this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed: Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.

DIGIRAD CORPORATION. This certifies that By: -------------------------------- --------------------------------- (Signature) (Signature) -------------------------------- ------------------------------------- Print Name Print Name and Title EXHIBIT C AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT Filed separately as an Exhibit to this Registration Statement EXHIBIT D FORM OF OPINION August 23, or registered assigns, is 1002 [LETTERHEAD] To the registered owner Investors Listed on the Schedule of the number of Rights set forth above, each of which entitles the owner thereof, subject Investors to the terms, provisions and conditions of the Rights Digirad Corporation Series F Stock Purchase Agreement dated August 23, 2001 Ladies and Gentlemen: We have acted as of November 22, 2005 the “Rights Agreement”), between counsel for Digirad Corporation, a Delaware corporation (the “"Company”"), in connection with the issuance and American sale of shares of its Series F Preferred Stock Transfer & Trust Company pursuant to the Digirad Corporation Series F Stock Purchase Agreement dated August 23, 2001 (the “Rights Agent”), to purchase from "Stock Purchase Agreement") among the Company at any time after and you. This opinion letter is being rendered to you pursuant to Section 4.4 of the Distribution Date (as such term is Stock Purchase Agreement in connection with the Closing of the sale of the Series F Preferred Stock. Capitalized terms not otherwise defined in this opinion letter have the Rights meanings given them in the Stock Purchase Agreement) . In connection with the opinions expressed herein, we have made such examination of matters of law and prior of fact as we considered appropriate or advisable for purposes hereof. As to 5:00 P.M.matters of fact material to the opinions expressed herein, New York time, on December 12, 2015 at we have relied upon the office representations and warranties as to factual matters contained in and made by the Company pursuant to the Stock Purchase Agreement and upon certificates and statements of government officials and of officers of the * The portion of the legend Company. With respect to our opinion in bracket shall be inserted only if applicable paragraph 3 regarding issued and shall replace the preceding sentence. Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth (0.001) of a fully paid and non-assessable share of Series A Participating Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), outstanding capital stock of the Company, at an Exercise Price of $20.00 per one-thousandth (0.001) such opinion is based solely on our review of a Preferred Share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths (0.001) of a Preferred Share which may be purchased upon exercise hereof) set forth above are the number and Exercise Price as of December 12, 2005 based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Exercise Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices certificate of the Company and the above-mentioned office of the Company's stock records and resolutions of the Company's Board of Directors relating to such issuances. We have also examined originals or copies of such corporate documents or records of the Company as we have considered appropriate for the opinions expressed herein. We have assumed for the purposes of this opinion letter the genuineness of all signatures, the legal capacity of natural persons, the authenticity of the documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies. In rendering this opinion letter we have also assumed: (A) that the Stock Purchase Agreement and the Amended and Restated Investors' Rights Agent. Subject Agreement (the "Investors' Rights Agreement") (collectively, the "Transaction Agreements") have been duly and validly executed and delivered by you or on your behalf, that each of you has the power to enter into and perform all your obligations thereunder and has taken any and all necessary corporate, partnership or other relevant action to authorize the Transaction Agreements, and that the Transaction Agreements constitute valid, legal, binding and enforceable obligations upon you; (B) that the representations and warranties made in the Stock Purchase Agreement by you are true and August 23, 2001 Page 2 correct; (C) that any wire transfers, drafts or checks tendered by you will be honored; (D) if you are a corporation or other entity, that you have filed any required state franchise, income or similar tax returns and have paid any required state franchise, income or similar taxes; and (E) if you are a small business investment company subject to the Small Business Investment Act of 1958, as amended, that you have complied with the provisions of such Act and the Rights Agreementregulations promulgated thereunder (the "SBIA Laws"). As used in this opinion letter, the Rights evidenced by this Rights Certificate expression "we are not aware" or the phrase "to our knowledge," or any similar expression or phrase with respect to our knowledge of matters of fact, means as to matters of fact that, based on the actual knowledge of individual attorneys within the firm principally responsible for handling current matters for the Company (i) may be redeemed by and not including any constructive or imputed notice of any information), and after an examination of documents referred to herein and after inquiries of certain officers of the Company, at its optionno facts have been disclosed to us that have caused us to conclude that the opinions expressed are factually incorrect; but beyond that we have made no factual investigation for the purposes of rendering this opinion letter. Specifically, at a redemption price but without limitation, we have not searched the dockets of $0.001 per Right any courts and we have made no inquiries of securities holders or (ii) may be exchanged by employees of the Company, other than such officers. Nothing in this opinion or any inference from the fact that we represent the Company in whole shall be construed to imply that we are opining or in part for Common Shares, substantially equivalent rights representing to you that the Transaction Agreements do not contain any untrue statement of a material fact or other consideration as determined by do not omit to state a material fact necessary to make the Companystatements therein not misleading. This Rights Certificate, with or without other Rights Certificates, upon surrender at opinion letter relates solely to the office laws of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates State of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate amount of securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in partCalifornia, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. No fractional portion of less than one one-thousandth (0.001) of a Preferred Share will be issued upon the exercise of any Right or Rights evidenced hereby but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder General Corporation Law of the Preferred Shares State of Delaware and the federal law of the United States and we express no opinion with respect to the effect or application of any other securities laws. Special rulings of authorities administering such laws or opinions of other counsel have not been sought or obtained. Based upon our examination of and reliance upon the foregoing and subject to the limitations, exceptions, qualifications and assumptions set forth below, we are of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, opinion that as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . ATTEST: DIGIRAD CORPORATION By: Secretary Its: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: Its: this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed: Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.date hereof:

DIGIRAD CORPORATION. This certifies that ______________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement Tax Benefit Preservation Plan, dated as of November 22May 23, 2005 2013 (the “Rights AgreementBenefit Plan”), between Digirad Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company Company, LLC, a New York limited liability company (the “Rights Agent”,” which term shall include any successor Rights Agent pursuant to the Benefit Plan), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights AgreementBenefit Plan) and prior to 5:00 P.M., New York time, on December 12, 2015 the Expiration Date (as such term is defined in the Benefit Plan) at the office of the * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence. Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth (0.001) of a fully paid and non-assessable nonassessable share of Series A B Participating Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), of the Company, at an Exercise Price exercise price of $20.00 per one one-thousandth (0.001) of a Preferred Share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths (0.001) of a Preferred Share which that may be purchased upon exercise hereof) set forth above above, and the Exercise Price per share set forth above, are the number and Exercise Price as of December 12May 23, 2005 2013 based on the Preferred Shares as constituted at such date. As provided in the Rights AgreementBenefit Plan, the Exercise Price and the number and kind of Preferred Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Benefit Plan) that a number of Rights be exercised so that only whole Preferred Shares will be issued. Capitalized terms used in this Rights Certificate without definition shall have the meanings ascribed to them in the Benefit Plan. Upon the occurrence of a Section 11(a)(ii) Event, if the Rights evidenced by this Rights Certificate are beneficially owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementBenefit Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Benefit Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementBenefit Plan. Copies of the Rights Agreement Benefit Plan are on file at the principal executive offices of the Company and the above-mentioned office of the Rights AgentAgent and are available without cost upon written request. Subject to the provisions of the Rights AgreementBenefit Plan, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.001 0.0001 per Right at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Final Expiration Date. In addition, under certain circumstances after any Person becomes an Acquiring Person, the Rights may be exchanged by the Company exchanged, in whole or in part part, for Common Shares, substantially equivalent or cash other securities of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not subject to such exchange) will terminate and the Rights will only enable holders to receive the Common Shares (or cash or other consideration as determined by securities or assets of the Company) issuable upon such exchange. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate amount number of securities one one-thousandths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, then the holder shall will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. No fractional portion fractions of less Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share Share, which may, at the election of the Company, be evidenced by depositary receipts) will be issued upon the exercise of any Right or Rights evidenced hereby but in hereby. In lieu thereof thereof, a cash payment will be made, made as provided in the Benefit Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole Preferred Shares would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the number of one one-thousandths of a Preferred Shares Share or of any other securities of the Company which that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in herein or in the Rights Agreement or herein Benefit Plan be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as specifically provided in the Rights AgreementBenefit Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided or exchange in accordance with the Rights AgreementBenefit Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20[ ]. ATTEST: DIGIRAD CORPORATION By: Secretary ItsName: Title: By: Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ItsName: Title: B-4 FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto _________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, __________________________ as attorney-in-fact to transfer the within Rights Certificate on the books of the within-named CompanyDigirad Corporation, with full power of substitution. Dated: , Signature: Signature Signature Medallion Guaranteed: Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion programprogram at a level acceptable to the Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees must be by a financial institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion Program (STAMP), the NASDAQ Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated. Guarantees by a notary public are not acceptable.