EXHIBIT 4.3Stock Option Agreement • April 28th, 1997 • National Quality Care Inc • Wholesale-groceries & related products • California
AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 28th, 1997 • National Quality Care Inc • Wholesale-groceries & related products
AS BUYER,Purchase and Sale Agreement • June 5th, 2006 • National Quality Care Inc • Services-misc health & allied services, nec • California
R E C I T A L -------------Nonqualified Stock Option Agreement • May 13th, 2002 • National Quality Care Inc • Services-misc health & allied services, nec • Delaware
SUBLEASESublease Agreement • April 18th, 1997 • National Quality Care Inc • Wholesale-groceries & related products • California
AGREEMENT ---------Employment Agreement • August 29th, 2005 • National Quality Care Inc • Services-misc health & allied services, nec • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 1997 • National Quality Care Inc • Wholesale-groceries & related products • California
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "AGREEMENT") is made as of March 27, 2006 by and between National Quality Care, Inc., a Delaware corporation (the "COMPANY") and Robert M. Snukal ("PURCHASER"). 1....Securities Purchase Agreement • April 3rd, 2006 • National Quality Care Inc • Services-misc health & allied services, nec • California
R E C I T A LNonqualified Stock Option Agreement • April 1st, 1998 • National Quality Care Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 4.5Incentive Stock Option Agreement • April 28th, 1997 • National Quality Care Inc • Wholesale-groceries & related products
MERGER AGREEMENTMerger Agreement • April 17th, 2007 • National Quality Care Inc • Services-misc health & allied services, nec • 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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 18th, 2009 • National Quality Care Inc • Surgical & medical instruments & apparatus • Delaware
This Asset Purchase Agreement (the “Agreement”) is made and executed this 14th day of December, 2009 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”).
NATIONAL QUALITY CARE, INC. WARRANT AGREEMENTWarrant Agreement • April 1st, 1998 • National Quality Care Inc • Wholesale-groceries & related products • Delaware
RECITALSTechnology Purchase Agreement • May 13th, 2002 • National Quality Care Inc • Services-misc health & allied services, nec • California
LICENSE AGREEMENTLicense Agreement • April 17th, 2007 • National Quality Care Inc • Services-misc health & allied services, nec • 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:
NATIONAL QUALITY CARE, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2007 • National Quality Care Inc • Surgical & medical instruments & apparatus • California
NATIONAL QUALITY CARE, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 22nd, 2008 • National Quality Care Inc • Surgical & medical instruments & apparatus • California
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 2010 • National Quality Care Inc • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 1 to Asset Purchase Agreement (the “Amendment”) is made and executed this 8th day of February, 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).
