Digirad (DRAD)

DIGIRAD CORPORATION

FACE="Times New Roman" SIZE="2">INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Table of Contents

DIGIRAD CORPORATION

FACE="Times New Roman" SIZE="2">INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

Table of Contents

About Digirad Corporation

Digirad provides medical diagnostic imaging systems and personnel and equipment leasing services to physicians’ offices, hospitals and imaging centers for cardiac, vascular, and general imaging applications. Digirad’s Cardius XPO line of nuclear imaging cameras use patented solid-state technology and unique multi (single, dual, triple) head design for superior performance and advanced features for sharper digital images, faster processing, compact size, lighter weight for portability, ability to handle patients up to 500 pounds, and improved patient comfort compared to standard nuclear cameras. Digirad’s 2020tc general-purpose nuclear imager has a small footprint and may also be configured for fixed or mobile use to supplement primary imaging. Digirad’s installed base of equipment exceeds 600 systems; in addition, a mobile fleet of more than 145 nuclear and ultrasound imaging systems is being used in 21 states, primarily in the eastern, midwestern and southwestern United States. For more information, please visit www.digirad.com. Digirad^®, Digirad Imaging Solutions^®, and Cardius^® are registered trademarks of Digirad Corporation.

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DIGIRAD CORPORATION

(Exact name of registrant as specified in its charter)

About Digirad Corporation

Digirad provides diagnostic medical imaging products and services to physicians’ offices, hospitals and imaging centers for cardiac, vascular, and general imaging applications. Digirad’s Cardius XPO line of nuclear imaging cameras use patented solid-state technology and unique multi (single, dual, triple) head design for superior performance and advanced features for sharper digital images, faster processing, compact size, lighter weight for portability, ability to handle patients up to 500 pounds, and improved patient comfort compared to standard nuclear cameras. Digirad’s 2020tc general-purpose nuclear imager has a small footprint and may also be configured for fixed or mobile use to supplement primary imaging. Digirad’s installed base of equipment exceeds 450 systems; in addition, a mobile fleet of more than 120 nuclear and ultrasound imaging systems is being used in 22 states, primarily in the eastern, midwestern and southwestern United States. For more information, please visit www.digirad.com. Digirad^® , Digirad Imaging Solutions^®, and Cardius^® are registered trademarks of Digirad Corporation.

About Digirad Corporation

Digirad provides diagnostic medical imaging products and services to physicians’ offices, hospitals and imaging centers for cardiac, vascular, and general imaging applications. Digirad’s Cardius XPO line of nuclear imaging cameras use patented solid-state technology and unique multi (single, dual, triple) head design for superior performance and advanced features for sharper digital images, faster processing, compact size, lighter weight for portability, ability to handle patients up to 500 pounds, and improved patient comfort compared to standard nuclear cameras. Digirad’s 2020tc general-purpose nuclear imager has a small footprint and may also be configured for fixed or mobile use to supplement primary imaging. Digirad’s installed base of equipment exceeds 450 systems; in addition, a mobile fleet of more than 120 nuclear and ultrasound imaging systems is being used in 22 states, primarily in the eastern, midwestern and southwestern United States. For more information, please visit www.digirad.com. Digirad^® , Digirad Imaging Solutions^®, and Cardius^® are registered trademarks of Digirad Corporation.

DIGIRAD CORPORATION

Digirad Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”) DOES HEREBY CERTIFY:

FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 2, 1997.

SECOND: The Restated Certificate of Incorporation of Digirad Corporation in the form attached hereto as EXHIBIT A has been duly adopted in accordance with the provisions of Sections 245 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.

THIRD: The Restated Certificate of Incorporation so adopted reads in full as set forth in EXHIBIT A attached hereto and is hereby incorporated herein by this reference.

The undersigned has caused this Certificate to be signed this 1st day of May, 2006, and hereby certifies that the facts stated here are true.

DIGIRAD CORPORATION

(Exact name of registrant as specified in its charter)

DIGIRAD CORPORATION

(Exact name of registrant as specified in its charter)

Digirad Corporation

(Exact name of registrant as specified in its charter)

Digirad Corporation

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý   No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No  ý

As of July 15, 2005, the registrant had 18,688,239 shares of Common Stock ($0.0001 par value) outstanding.

Digirad Corporation

(Exact name of registrant as specified in its charter)

DIGIRAD CORPORATION

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

DIGIRAD CORPORATION

Compensation for members of the board of directors (the “Board”) of Digirad Corporation (the “Company”) will include an annual retainer of $10,000 for serving on the Board, an annual retainer of $17,000 for attending meetings of the Board, an annual retainer of $6,000 for serving on the audit committee (with an additional $10,000 retainer to be paid to the chairman), and an annual retainer of $4,000 for serving on the compensation or corporate governance committee.  The annual retainer payments will be made quarterly.

                Pursuant to the Company’s 2004 Non-Employee Directors’ Stock Option Program, non-employee directors who join the Board will automatically receive grants of options to purchase 10,000 shares of common stock, and non-employee directors will automatically receive annual grants of 5,000 shares of common stock.  Directors are also eligible to participate in the Company’s 2004 Stock Incentive Plan.  The Company will reimburse directors for reasonable out-of-pocket expenses incurred in connection with their attending meetings of the Board and its committees.

Digirad Corporation

(Exact Name of Registrant as Specified in its Charter)

DIGIRAD CORPORATION

(Exact name of registrant as specified in its charter)