LIQUIDATING TRUST AGREEMENTLiquidating Trust Agreement • March 25th, 2010 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND DECLARATION OF TRUST, dated as of March 25, 2010, by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Operations”, and together with Xcorporeal, the “Company”), and XCRLT, LLC a Delaware limited liability company (the “Trustee”).
ASSIGNMENT AND ASSUMPTION OF LIABILITIES AND ASSETS AGREEMENTAssignment and Assumption of Liabilities and Assets Agreement • March 25th, 2010 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus
THIS ASSIGNMENT AND ASSUMPTION OF LIABILITIES AND ASSETS AGREEMENT (this “Assignment and Assumption Agreement”) is made and entered into as of March 25, 2010, by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Xcorporeal (“Operations,” and together with Xcorporeal, “Assignors”), and Xcorporeal, Inc. Liquidating Trust (the “Trust”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 25th, 2010 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Amendment No. 2 to Asset Purchase Agreement (the “Amendment”) is made and executed this 19th day of March, 2010 by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Xcorporeal (“Operations”), National Quality Care, Inc., a Delaware corporation (“NQCI,” and together with Xcorporeal, Operations and NQCI, “Sellers”), and Fresenius USA, Inc., a Massachusetts corporation (“Purchaser”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).
