Exhibit 1.2 SUBSCRIPITION AGREEMENT OF PETER SOTOLA SUBSCRIPTION AGREEMENT PACIFIC SPIRIT, INC. 11640-96 A AVENUE VANCOUVER, BC V3V 2A1 DEAR SIRS: CONCURRENT WITH EXECUTION OF THIS AGREEMENT, THE UNDERSIGNED (THE"PURCHASER") IS PURCHASING 2,500,000...Subscription Agreement • August 27th, 2001 • Pacific Spirit Inc
CONCURRENT WITH EXECUTION OF THIS AGREEMENT, THE UNDERSIGNED (THE"PURCHASER") IS PURCHASING 2,500,000 SHARES OF COMMON STOCK OF PACIFIC SPIRIT INC. (THE "COMPANY") A NEVADA CORPORATION, AT A PRICE OF $ _0.01__ PER SHARE (THE "SUBSCRIPTION PRICE")
LEASE AGREEMENTMining Lease • August 27th, 2001 • Pacific Spirit Inc
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2006 • Xcorporeal, Inc. • Metal mining • Delaware
LICENSE AGREEMENTLicense Agreement • November 17th, 2006 • Xcorporeal, Inc. • Metal mining • Delaware
This License Agreement (“Agreement”) is entered into as of September 1, 2006, by and between National Quality Care, Inc., a Delaware corporation (“Licensor”), and Xcorporeal, Inc. (“Licensee”) (each, a “Party;” collectively, the “Parties”). The Parties hereby agree as follows:
MERGER AGREEMENTMerger Agreement • November 17th, 2006 • Xcorporeal, Inc. • Metal mining • Delaware
This Merger Agreement (“Agreement”) is entered into as of September 1, 2006, by and among Xcorporeal, Inc. (“Shell”), NQCI Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned Subsidiary of Shell (“Merger Subsidiary”), and National Quality Care, Inc., a Delaware corporation (“Company”), (each a “Party” and collectively the “Parties”).
INNOVATION, PROPRIETARY INFORMATION AND CONFIDENTIALITY AGREEMENTAnd Confidentiality Agreement • January 3rd, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • California
As a condition of becoming employed or retained as a consultant by Xcorporeal, Inc., a Delaware corporation (together with any of its current or future affiliates, successors or assigns, collectively, the “Company”), and in consideration of my employment or consulting relationship with the Company and my receipt of the compensation paid to me by the Company, I agree to the following:
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2006 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 30, 2006, by and between Xcorporeal, Inc., a Delaware corporation (“Company”), and Victor Gura, M.D. (“Executive”).
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • August 17th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • California
This Executive Chairman Agreement (“Agreement”) is made and entered into on August 10, 2007, for services commencing as of July 1, 2007 (“Commencement Date”), by and between Xcorporeal, Inc., a Delaware corporation (“Company”), and Terren S. Peizer, an individual (“Chairman”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (“Agreement”) is entered into as of August 10, 2007, between Xcorporeal, Inc., a Delaware corporation (“Company”), and Robert Weinstein, an individual (“Executive”).
Re: Merger Agreement between National Quality Care, Inc. (“NQCI”) and Xcorporeal, Inc. (“Xcorporeal”) dated September 1, 2006Xcorporeal, Inc. • January 9th, 2007 • Electromedical & electrotherapeutic apparatus
Please be advised that Xcorporeal is not reasonably satisfied with the results of its due diligence of NQCI under the Merger Agreement, due to the following problems:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 27th, 2006 • Xcorporeal, Inc. • Metal mining • Delaware
This Stock Purchase Agreement (“Agreement”) is entered into as of November ___, 2006, between Xcorporeal, Inc., a Delaware corporation (“Company”), and the person named on the signature page of this Agreement (“Investor”).
Xcorporeal, Inc.Merger Agreement • January 9th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus
We have all been proceeding diligently to move forward with the Merger Transaction under the Agreement, and to date NQCI has not exercised its right to terminate the Merger Transaction and proceed with the Technology Transaction.
IRREVOCABLE OPTION AGREEMENTIrrevocable Option Agreement • April 16th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus
This Irrevocable Option Agreement (“Option”) is entered into as of August ___, 2006, by and among Casa Noble, LLC, a Delaware limited liability company (“CNL”), on the one hand, and National Quality Care, Inc., a Delaware corporation (“NQCI”) and each of the majority stockholders of NQCI signatory hereto (“Majority Stockholders”), on the other hand, (“NQCI Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2006 • Xcorporeal, Inc. • Metal mining
This Registration Rights Agreement (“Agreement”) is entered into as of November ___, 2006, between Xcorporeal, Inc., a Delaware corporation (“Company”), and the person named on the signature page to this Agreement (“Investor”).
CONTRIBUTION AGREEMENTContribution Agreement • April 16th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • California
This Contribution Agreement (this “Agreement”) is entered into as of August ___, 2006 (the “Contribution Date”) by and among Pacific Spirit Inc., a Nevada corporation (the “Company”), Summit Trading Limited, a Bahamian corporation (“Summit”), and Consolidated National, LLC, a California limited liability Company (“CNL”) (each, a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2006 • Xcorporeal, Inc. • Metal mining • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 13, 2006, by and between Xcorporeal, Inc. (“Company”), and Daniel S. Goldberger (“Executive”).
