Exhibit
10.1


    ASSET PURCHASE
AGREEMENT

     

    THIS
ASSET PURCHASE AGREEMENT (this “Agreement”),
is made as of this 2nd day of
March, 2009 (the “Effective
Date”), by and between:

     

    Digirad
Imaging Solutions, Inc., a Delaware corporation with offices at 13950 Stowe
Dr., Poway, California, 92064 (“DIS”,
being referred to from time to time as the “Seller”),

     

    Daniel D.
Rice, an individual, Denise Nelson, an individual and Greg Nelson, an individual
(collectively, the “Guarantors”),
and

     

    Antigua
Medical Services, LLC, an Ohio limited liability company with offices at [***]
(the “Buyer”).

     

    WITNESSETH:

     

    WHEREAS,
DIS owns certain assets and has such contractual and business relationships
which it uses in connection with solid-state medical imaging business and
activities (the “Business”);
and

     

    WHEREAS,
the Seller desires to sell, and the Buyer desires to purchase certain assets of
DIS for the consideration and upon the terms and conditions set forth in this
Agreement and the exhibits hereto; and

     

    WHEREAS,
concurrently with the execution of this Agreement, the Buyer, Mr. Rice, Mr.
Nelson, and the Seller have or will enter into each of the following agreements:
(i) a License Agreement, (ii) a Bill of Sale (the “Bill of
Sale”) (iii) an Assignment and Assumption Agreement  (the
“Assignment
and Assumption Agreement”); (iv) a service contract for each camera
purchased (each, a “Service
Contract” and together, the “Service
Contracts”); and (v) a Non-Competition Agreement (the “Non-Competition
Agreement”).  The Agreement, the Bill of Sale, the License
Agreement, Assignment and Assumption Agreement, the Service Contracts and the
Non-Competition Agreement are collectively referred to as the “Operative
Agreements.”

     

    WHEREAS,
Daniel D. Rice, Denise Nelson and Greg Nelson (together, the “Guarantors”)
are affiliates of the Buyer.

     

    NOW,
THEREFORE, in consideration of the promises and the mutual representations,
warranties, covenants and agreements herein contained, the parties hereto,
intending to be legally bound, agree as follows:

    


    [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE 1

    PURCHASE
AND SALE OF ASSETS

     

    1.1           Purchased
Assets.  Subject to the terms and conditions hereof, at the
Closing (defined below), the Seller shall assign, convey, sell, and/or transfer
to the Buyer, and the Buyer shall purchase or be assigned all the Seller’s
rights in and to the following assets (the “Purchased
Assets”):

     

    (a)           all
tangible property set forth on Schedule 1.1(a);
and

     

    (b)           the
contracts to which DIS is a party listed on Schedule 1.1(b)
(the “DIS
Contracts”).

     

    ARTICLE 2

    PURCHASE
PRICE AND PAYMENT

     

    (a)           Purchase
Price.  Concurrently with the execution of this Agreement, the
Buyer agrees to pay the Seller [***] (the “Purchase
Price”), payable by wire transfer in immediately available funds in the
amount of [***], to an account designated by the Seller to the
Buyer.  No adjustment to the Purchase Price shall be made for any
reason, including, without limitation, the cancellation of any of the DIS
Contracts post-Closing, or the condition of any of the Purchased
Assets.

     

    ARTICLE 3

    CLOSING

     

    3.1           Deliverables.  Concurrently
with the execution and delivery of this Agreement (the “Closing”),
and in addition to any other actions contemplated elsewhere herein:

     

    (a)           The
Seller shall deliver, or cause to be delivered, to the Buyer the
following:

     

    (i)           the
Bill of Sale and Assignment and Assumption Agreement, each duly executed by the
Seller;

     

    (ii)          the
License Agreement, duly executed by the Seller;

     

    (iii)         the
Service Contracts, duly executed by the Seller;

     

    (iv)         the
Non-Competition Agreement, duly executed by the Seller;

     

    (v)          transfer
of title, or proof of submitted title transfer application and payment of
applicable fees, for [***] vans;

     

    (vi)         the
Transition Services Agreement, duly executed by the Seller;

    


    [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (vii)        copies
of the resolutions of the Board of Directors of Digirad Corporation and DIS
authorizing the execution, delivery and performance of this Agreement and the
other agreements and instruments referred to herein;

     

    (viii)       such
other documents and instruments as the Buyer may reasonably request to
effectuate or evidence the transactions contemplated by this
Agreement.

     

    (b)           The
Buyer and the Guarantors, as applicable, shall deliver, or shall cause to be
delivered, to the Seller the items described below:

     

    (i)            the
Purchase Price, in immediately available funds, to an account specified by the
Seller;

     

    (ii)           the
License Agreement, duly executed by the Buyer;

     

    (iii)          the
Service Contracts, duly executed by the Buyer;

     

    (iv)          the
purchasing arrangement side letter, duly executed by the Buyer;

     

    (v)           the
Non-Competition Agreement, duly executed by the Buyer and
Guarantors;

     

    (vi)          [***];
and

     

    (vii)         such
other documents and instruments as the Seller may reasonably request to
effectuate or evidence the transactions contemplated by this
Agreement.

     

    ARTICLE 4

    REPRESENTATIONS
AND WARRANTIES REGARDING THE SELLER

     

    4.1           Effective
as of the Effective Date, the Seller hereby represents and warrants to the Buyer
the following:

     

    (a)           Organization and Good
Standing.  The Seller is a corporation duly established,
validly existing and in good standing under the laws of the jurisdiction in
which it is incorporated and has the power and authority to carry on the
Business as presently conducted, to own the assets which it owns and to perform
its obligations hereunder.  The Seller is duly qualified and in good
standing in each jurisdiction where the character of its properties owned or
leased or the nature of its activities makes such qualification necessary,
except where the failure to be so qualified would not have a material adverse
effect on such properties or activities of the Seller.

     

    (b)           Power and
Authorization.  The Seller has full legal right, power and
authority to enter into and perform its obligations under this Agreement and
under the other agreements and documents (the “Seller
Transaction Documents”) required to be delivered by it prior to or at the
Closing.  This Agreement has been duly and validly executed and
delivered by the Seller and constitutes the legal, valid and binding obligation
of the Seller enforceable against it in accordance with its
terms.  When executed and delivered as contemplated herein, each of
the Seller Transaction Documents to which it is a party shall constitute the
legal, valid and binding obligation of the Seller, enforceable against it in
accordance with its terms; except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and by the availability of equitable
remedies.

    


    [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.2           Title.  The
Seller has good title to the Purchased Assets owned by it and all Purchased
Assets owned by the Seller are in the possession or under the control of the
Seller.  None of the Purchased Assets which Seller owns is subject to
any security interest, pledge, lien or encumbrance (collectively “Liens”),
except such Liens as to which the holder of such Liens has consented to the
transactions contemplated hereby and has released its Liens upon the Purchased
Assets.

     

    4.3           DIS
Contracts.  Each of the DIS Contracts is currently in effect,
is enforceable in accordance with its terms, and Seller is not in default in any
material respect of any DIS Contract, and, to Seller’s knowledge, since January
1, 2009, the other party to each DIS Contract is not in default in any material
respect of such DIS Contract.  Each of the DIS Contracts is assignable
by its terms without customer approval. Seller has made available to Buyer a
true and correct copy of each DIS Contract, as amended through the Closing
Date.

     

    4.4           No Other Warranties.
Except as may be
expressly written in this Agreement or an agreement set forth in Section 3.1(b)
above, all Assets are provided “as is” with no warranties, express or
implied.

     

    ARTICLE 5

    REPRESENTATIONS
AND WARRANTIES OF THE BUYER

     

    5.1           Effective
as of the Effective Date, the Buyer hereby represents and warrants to the Seller
the following:

     

    (a)           Organization and Good
Standing.  The Buyer is a limited liability company duly
established, validly existing and in good standing under the laws of the
jurisdiction in which it is formed and has the power and authority to carry on
its business as presently conducted, to own the assets which it owns and to
perform its obligations hereunder.  The Buyer is duly qualified and in
good standing in each jurisdiction where the character of its properties owned
or leased or the nature of its activities makes such qualification necessary,
except where the failure to be so qualified would not have a material adverse
effect on such properties or activities of the Buyer.

     

    (b)           Power and
Authorization.  The Buyer and each Guarantor has the full legal
right, power and authority to enter into and perform its or his obligations
under this Agreement and under the other agreements and documents required to be
delivered by it prior to or at the Closing (the “Buyer Transaction
Documents”).  The execution, delivery and performance by the
Buyer of this Agreement and the Buyer Transaction Documents have been duly
authorized by all necessary actions as a corporation.  This Agreement
has been duly and validly executed and delivered by the Buyer and each
Guarantor.  This Agreement constitutes, and when executed and
delivered as contemplated herein, each of the Buyer Transaction Documents shall
constitute, the legal, valid and binding obligation of the Buyer and each
Guarantor, enforceable against the Buyer and each Guarantor in accordance with
its terms; except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and by the availability of equitable
remedies.

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           Brokers.  No
broker, investment banker, financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Buyer or a Guarantor.

     

    ARTICLE 6

    POST-CLOSING
COVENANTS AND AGREEMENTS

     

    6.1           RAM License Transfer;
Transition Period Covenants.

     

    (a)           The
Seller’s radioactive materials licenses for the Las Vegas, Phoenix and Tucson
locations (the “RAM
Licenses”) are currently in full force and effect, and they have not been
suspended or cancelled, nor is any such suspension or cancellation pending or,
to Seller’s Knowledge, threatened.

     

    (b)           In
connection with the purchase and sale of the Purchased Assets, the Seller will
transfer or assign to the Buyer its RAM Licenses, as permitted by applicable law
and approved by the controlling government agencies (the “Transfer”).  [***].

     

    (c)           [***].

     

    (d)           [***].

     

    (e)           [***].

     

    6.2           [***].

     

    6.3           No Guarantee. Subject
to the standards set forth in Section 7.3 below, DIS represents that it has made
good faith investigation with respect to the transferability of the RAM Licenses
[***]; however, Buyer understands and agrees that DIS does not have ultimate
authority over or power to grant the transfers and therefore DIS does not
guarantee or warrant that the third parties with ultimate authority over such
Transfers will authorize and effectuate such transfers.

     

    6.4           [***].

    


    [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.5           Taxes.  All
sales, use, value-added, gross receipts, excise, registration, stamp duty,
transfer, application or other similar taxes or governmental fees (“Transfer
Taxes”) imposed or levied by reason of, in connection with or
attributable to this Agreement and the transactions contemplated hereby shall be
paid by Buyer. The parties shall cooperate with each other to the extent
reasonably requested and legally permitted to minimize any Transfer
Taxes.  Seller shall be responsible for all taxes with respect to the
Purchased Assets that are incurred prior to the Closing (the “Prior
Taxes”), so long as such Prior Taxes were not imposed or levied by reason
of, in connection with or attributable to this Agreement or the transactions
contemplated hereby.

     

    6.6           [***].

     

    ARTICLE 7

    COVENANTS

     

    7.1           Confidentiality.  Each
party hereto agrees that this Agreement and every provision hereof shall be
strictly confidential and shall not be disclosed to any other person other than:
(i) with the written consent of the parties; (ii) if it is required by law;
(iii) if it is made pursuant to existing contractual obligations; or (iv) if it
is required by any rule or regulation of any securities exchange or regulatory
or governmental entity whether or not this has the force of law.

     

    7.2           Consents.  The
Seller shall promptly apply for or otherwise seek and use its commercially
reasonable efforts to obtain all consents and approvals required to be obtained
by it for the consummation of the transactions contemplated hereby, including
all consents, waivers or approvals from the third parties to the contracts set
forth on Schedule
1.1(b).

     

    7.3           Further
Assurances.  Each of the parties agrees to use its commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the transactions contemplated by this
Agreement, including using commercially reasonable efforts to accomplish the
following: (a) the taking of all acts necessary to cause the conditions
precedent set forth in ARTICLE 7 to be satisfied, (b) the defending of any
suits, claims, actions, investigations or proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other governmental entity
vacated or reversed and (c) the execution or delivery of any additional
instruments necessary to consummate the transactions contemplated by, and to
fully carry out the purposes of, this Agreement.

    


    [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.4           Guarantee. Each
Guarantor executes this Agreement for the sole purpose of (i) making the
representations and warranties of such Guarantor contained herein; (ii) agreeing
to cause his affiliate, Buyer, to comply with all obligations imposed upon it
under the Operative Documents in a timely manner, and (iii) agreeing to
fully guarantee such performance, together with any and all payment obligations
under the Operative Documents. Each undersigned Guarantor agrees that this
guaranty is irrevocable, absolute and unconditional, and shall remain in effect
regardless of whether Purchaser is no longer liable for its obligations under
the Operative Documents, whether through discharge in bankruptcy or otherwise;
provided, however, in addition to any
defenses or remedies Guarantor may have, Guarantor shall be entitled to all
defenses or remedies available to Purchaser. Guarantor waives all presentment,
demands for performance, protests and notices, including without limitation
notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this guaranty, and notices of the existence, creation, or
incurring of new or additional obligations of Purchaser under the Agreement.
This guaranty and the liability and obligations of the undersigned hereunder are
binding upon the undersigned and his successors, transferees and assigns, and
inures to the benefit of and is enforceable by Seller, any affiliates of Seller
who have executed any of the Operative Documents, and their successors,
transferees and assigns, and all references herein to “Seller” shall include
such affiliates and their respective successors, transferees and assigns. This
guaranty shall be deemed to be made under and shall be governed by the laws of
the State of Arizona in all respects, including matters of construction,
validity and performance, and the terms and provisions hereof may not be waived,
altered, modified or amended except in a writing duly signed by an authorized
officer of Seller and each Guarantor. If any provisions of this guaranty shall
contravene or be held invalid under the laws of any jurisdiction, this guaranty
shall be construed as if not containing those provisions and the rights and
obligations of the parties hereto shall be construed and enforced
accordingly.

     

    7.5           Condition of
Vans.

     

    (a)           Seller
represents and warrants that, as of the date of Closing, the [***] vans
purchased hereunder (serial numbers [***]) (the “Sprinters”)
are each in adequate working order and operating condition, except for ordinary
wear and tear (having regard to age and value).

     

    (b)           [***].

     

    (c)           [***].

     

    ARTICLE 8

    TERMINATION

     

    8.1           Termination.  This
Agreement may be terminated and the transactions contemplated hereby abandoned
at any time prior to the Closing Date by notice executed and delivered by Buyer or the Seller.

     

    
      A
termination pursuant to this Section 8.1 shall be effected by delivery of
written notice of such termination by the terminating party to the other
party.  Where action is taken to terminate this Agreement pursuant to
this Section 8.1, it shall be sufficient for such action to be authorized by the
board of the party taking such action.

       

      8.2           Effect of
Termination.  Any termination of this Agreement permitted under
Section 8.1 above will be effective immediately upon the delivery of written
notice of the terminating party to the other parties hereto.  In the
event of the termination of this Agreement as provided in Section 8.1, this
Agreement shall be of no further force or effect, except as set forth in Section
7.1, this

    

    


    [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.3           Section
9.2 and ARTICLE 9 (miscellaneous provisions), each of which shall survive
the termination of this Agreement.

     

    ARTICLE 9

    MISCELLANEOUS

     

    9.1           Survival of Representations
and Warranties.  Except as otherwise expressly provided in this
Agreement, none of the representations and warranties made by the parties in
this Agreement and in the certificates, documents and schedules delivered
pursuant hereto shall survive the Closing of the transactions contemplated
hereunder.

     

    9.2           Further
Assurances.  Each party hereto shall use commercially
reasonable efforts to comply with all requirements imposed hereby on such party
and to cause the transactions contemplated hereby to be consummated as
contemplated hereby and shall, from time to time and without further
consideration, either before or after the Closing, execute such further
instruments and take such other actions as any other party hereto shall
reasonably request in order to fulfill its obligations under this Agreement and
to effectuate the purposes of this Agreement and to provide for the orderly and
efficient transition of the ownership of the Purchased Assets to the
Buyer.

     

    9.3           Costs and
Expenses.  Except as otherwise expressly provided herein, each
party shall bear its own expenses in connection herewith.  Any and all
transfer, sales, use, documentary and similar taxes and recording and filing
fees incurred in connection with the transactions contemplated herein shall be
borne by the Buyer (and not by the Seller).

     

    9.4           Notices.  All
notices or other communications permitted or required under this Agreement shall
be in writing and shall be sufficiently given if and when hand delivered to the
persons set forth below or if sent by documented overnight delivery service or
registered or certified mail, postage prepaid, return receipt requested, or by
telegram, facsimile, receipt acknowledged, at the address of the party first set
forth above or to such other person or persons and/or at such other address or
addresses as shall be furnished in writing by any party hereto to the
others.  Any such notice or communication shall be deemed to have been
given as of the date received, in the case of personal delivery, or on the date
shown on the receipt or confirmation therefore in all other cases.

     

    The
Seller:               Digirad
Imaging Solutions, Inc.

    Attn:
President

    13950 Stowe
Dr.

    Poway,
California 92064

     

    With a
Copy to:      Martin J. Waters,
Esq.

    Wilson
Sonsini Goodrich & Rosati PC

    12235 El Camino
Real, Suite 200

    San
Diego, California 92130

     

    Confidential
Treatment Requested by Digirad Corporation

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
Buyer:              Antigua
Medical Services, LLC,

    a Ohio
limited liability company

    [***]

    Attention:
Manager

    


    With a
Copy
to:                      [***]

    Attn: Dan
Rice

     

    9.5           Assignment and
Benefit.

     

    (a)           No
party to this Agreement shall assign this Agreement or any rights hereunder, or
delegate any obligations hereunder, without the prior written consent of the
other party, except that DIS or Digirad may assign this contract in connection
with a merger or other change of control.  Subject to the foregoing,
this Agreement and the rights and obligations set forth herein shall inure to
the benefit of, and be binding upon, the parties hereto, and each of their
respective successors, heirs and assigns.

     

    (b)           This
Agreement shall not be construed as giving any person, other than the parties
hereto and their permitted successors, heirs and assigns, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any of the
provisions herein contained, this Agreement and all provisions and conditions
hereof being intended to be, and being, for the sole and exclusive benefit of
such parties, and permitted successors, heirs and assigns and for the benefit of
no other person or entity.

     

    9.6           Amendment, Modification and
Waiver.  The parties may amend or modify this Agreement in any
respect.  Any such amendment or modification shall be in writing
signed by the Buyer and the Seller.  The waiver by a party of any
breach of any provision of this Agreement shall not constitute or operate as a
waiver of any other breach of such provision or of any other provision hereof,
nor shall any failure to enforce any provision hereof operate as a waiver of
such provision or of any other provision hereof.

     

    9.7           Governing
Law.  The parties acknowledge and agree that the majority of
the Purchased Assets are located in Arizona.  This Agreement is made
pursuant to, and shall be construed and enforced in accordance with, the laws of
the State of Arizona, without giving effect to otherwise applicable principles
of conflicts of law.

     

    9.8           Section Headings and Defined
Terms.  The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning and interpretation of
this Agreement.  The terms defined herein and in any agreement
executed in connection herewith include the plural as well as the singular and
the singular as well as the plural, and the use of masculine pronouns shall
include the feminine and neuter.  Except as otherwise indicated, all
agreements defined herein refer to the same as from time to time amended or
supplemented or the terms thereof waived or modified in accordance herewith and
therewith.

     

    
      [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
FILED SEPARATELY WITH THE COMMISSION

      


      Confidential
Treatment Requested by Digirad Corporation

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.9           Severability.  The
invalidity or unenforceability of any particular provision, or part of any
provision, of this Agreement shall not affect the other provisions or parts
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions or parts were omitted.

     

    9.10           Counterparts.  This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original (including facsimile signatures); and any person may
become a party hereto by executing a counterpart hereof, but all of such
counterparts together shall be deemed to be one and the same
instrument.  It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.

     

    9.11           Entire
Agreement.  This Agreement, together with the schedules and the
agreements, exhibits, schedules and certificates referred to herein or delivered
pursuant hereto, constitute the entire agreement between the parties hereto with
respect to the purchase and sale of the Purchased Assets and supersede all prior
agreements and understandings, relating to the matters specifically addressed
herein and therein.

     

    9.12           Certain
Definitions.  The following terms used in this Agreement shall
have the meaning set forth below unless the context otherwise clearly
indicates:

     

    (a)           “material”
means (i) with respect to any item, fact, condition or circumstance of a
party, that such item, fact, condition or circumstance, individually or in the
aggregate with other items, facts, conditions or circumstances affecting such
party, would cause an adverse effect of [***] or more to the other party
subsequent to the closing of the transactions contemplated by this Agreement or
(ii) with respect to any contract or series of related contracts that in
the aggregate represents the payment or receipt by any party thereto of [***] or
more.

     

    (b)           “person”
means any individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture or other entity of
whatever nature.

     

    [signatures on following
page]

     

    
      [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
FILED SEPARATELY WITH THE COMMISSION

      


      Confidential
Treatment Requested by Digirad Corporation

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement,
all as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          THE
      SELLER

                                                                        
	 
      	 
      
	
                                                                          DIGIRAD
      IMAGING SOLUTIONS, INC.

                                                                        
	
                                                                          A
      Delaware corporation

                                                                        
	 
      	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/
      Todd Clyde

                                                                        
	 
      	
                                                                          Name:  Todd
      Clyde

                                                                        
	 
      	
                                                                          Title:  Chief
      Executive Officer

                                                                        
	 
      	 
      
	
                                                                          THE
      BUYER

                                                                        
	 
      	 
      
	
                                                                          ANTIGUA
      MEDICAL SERVICES, LLC,

                                                                        
	
                                                                          An
      Ohio limited liability company

                                                                        
	 
      	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/
      Daniel D. Rice

                                                                        
	 
      	
                                                                          Daniel
      D. Rice, Manager

                                                                        
	 
      	 
      
	
                                                                          GUARANTORS

                                                                        
	 
      	 
      
	
                                                                          /s/
      Daniel D. Rice

                                                                        
	
                                                                          Daniel
      D. Rice, an individual

                                                                        
	 
      	 
      
	
                                                                          /s/
      Greg Nelson

                                                                        
	
                                                                          Greg
      Nelson, an individual

                                                                        
	 
      	 
      
	
                                                                          /s/ Denise Nelson

                                                                        
	
                                                                          Denise
      Nelson, an
individual

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    Signature
Page to Asset Purchase Agreement

    


    Confidential
Treatment Requested by Digirad Corporation

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
1.1(a)

     

    [***][one
page omitted]

    


     [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
COMMISSION

    


    Confidential
Treatment Requested by Digirad Corporation

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule 1.1(b)

     

    [***][one
page omitted]

     

    
      [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
FILED SEPARATELY WITH THE COMMISSION

      


      Confidential
Treatment Requested by Digirad Corporation

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.4


     

    [***][two
pages omitted]

    
      


      [***]
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
FILED SEPARATELY WITH THE COMMISSION

      


      Confidential
Treatment Requested by Digirad Corporation