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DRAD > SEC Filings for DRAD > Form 8-K on 14-Mar-2014All Recent SEC Filings

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Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.
On March 13, 2014, Digirad Imaging Solutions, Inc., a wholly-owned subsidiary of Digirad Corporation (the "Company") entered into a membership interest purchase agreement (the "Purchase Agreement") with the Sellers party thereto, to acquire Telerhythmics, LLC ("Telerhythmics").
Pursuant to the terms of the Purchase Agreement, the Company purchased all the outstanding membership interest of Telerhythmics, LLC. Total up front consideration related to the Purchase Agreement was $3,601,957, which included the following (a) $3,471,346 in cash paid at the closing and (b) assumption of debt of $130,611. In addition, the Company would be obligated to pay up to an aggregate of $501,000, subject to the satisfaction of certain financial targets measured on the basis of earnings before interest, taxes, depreciation, amortization, and stock-based compensation ("EBITDA Target"), in amounts based on Telerhythmics performance, over approximately a three year period. The EBITDA Target is measured at the conclusion of each of the fiscal years ending on December 31, 2014, 2015 and 2016.
The Purchase Agreement also includes customary representations, warranties, covenants and indemnification obligations of the parties, including a non-competition agreement agreed to by the members of Telerhythmics. A lease agreement for the Telerhythmics facility was also entered into. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference into Item 1.01. The foregoing description of the Purchase Agreement and the acquisition of Telerhythmics is qualified in its entirety by reference to the full language of the Purchase Agreement. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Membership Interest Purchase Agreement, dated March 13, 2014 by and between Digirad Imaging Solutions, Inc. and the Sellers party thereto.

99.1 Press release of Digirad Corporation, dated March 14, 2014.

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