ARTICLE XI. MISCELLANEOUS
56
11.1
Assignment
56
11.2
Notices
56
11.3
Choice of Law
57
11.4
Entire Agreement; Amendments and Waivers; Interpretation
57
11.5
Counterparts
58
11.6
Severability
58
11.7
Headings
58
11.8
Expenses
58
11.9
Schedules
58
11.10
Publicity
58
11.11
No Third-Party Beneficiaries
58
11.12
Remedies Cumulative; Specific
Performance
58
11.13
Further Assurances
59
-iii-
TABLE OF CONTENTS
(Continued)
EXHIBIT A
FORM OF PRINCIPAL STOCKHOLDER EMPLOYMENT AGREEMENT EXHIBIT A-1
FORM OF PROTECTIVE COVENANT AGREEMENT EXHIBIT B
FORM OF EMPLOYMENT AGREEMENT
EXHIBIT C
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT D
FORM OF
NON-COMPETITION AND NON-SOLICITATION AGREEMENT EXHIBIT E
BILL OF SALE EXHIBIT
F
EXCLUDED ASSETS EXHIBIT G
ASSUMED LIABILITIES EXHIBIT G-1
ASSUMED
OPERATIONAL LEASE OBLIGATIONS EXHIBIT H
ESCROW AGREEMENT EXHIBIT I
WORKING
CAPITAL EXHIBIT J
EBITDA ALLOCATIONS EXHIBIT K
MOLCHAN SETTLEMENT AND
RELEASE AGREEMENT EXHIBIT L
CONSENT OF HILIE KING
-iv-
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement"), effective as of May 1, 2007,
is entered into by and among Ultrascan, Inc., a Georgia corporation (the
"Seller") and William "Mickey" King, Jr. (the "Principal Stockholder"), on the
one hand, and Digirad Corporation, a Delaware corporation (the "Parent"),
Digirad Imaging Solutions, Inc., a Delaware corporation ("DIS") and Digirad
Ultrascan Solutions, Inc., a newly formed Delaware corporation (the
"Purchaser"), on the other hand.
RECITALS
WHEREAS, the Seller owns and operates that certain medical imaging services
business operating under the trade name, "Ultrascan" located in Suwanee,
Georgia, that provides ultrasound and nuclear imaging services and other
services to physicians (the "Business");
WHEREAS, the Purchaser desires to purchase or license from the Seller, and the
Seller desires to sell or license to the Purchaser, all or substantially all of
the assets, properties, rights and claims of, or related to, the Business on the
terms and conditions set forth herein;
WHEREAS, concurrently with the execution and delivery of this Agreement, and as
a material inducement to Parent, DIS and Purchaser to enter into this Agreement,
(i) the Principal Stockholder is entering into an Employment Agreement in
substantially the form attached hereto as Exhibit A (the "Principal Stockholder
Employment Agreement") and a Protective Covenant Agreement in substantially the
form attached hereto as Exhibit A-1, and (ii) Matthew G. Molchan is entering
into an Employment Agreement in substantially the form attached hereto as
Exhibit B (the "Employment Agreement"); and
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
ARTICLE I.
DEFINITIONS
1.1 Defined Terms. As used herein, the terms below shall have the following
meanings. Any of such terms, unless the context otherwise requires, may be used
in the singular or plural, depending upon the reference.
"Accounts Receivable" shall have the meaning set forth in Section 3.10(b) of
this Agreement.
"Action" shall mean any action, claim, suit, litigation, proceeding, labor
dispute, arbitral action, governmental audit, inquiry, criminal prosecution,
investigation or