|
Exhibit 10.4
CONTRIBUTION AGREEMENT
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 ”).
A. Summit
has entered into a Stock Purchase Agreement to purchase from
Peter Sotola 400,000 shares of the common stock of the
Company, par value $0.001 per share (the “
Common Stock ”).
B. The
Parties desire that, subject to the terms and conditions in
this Agreement, CNL contribute certain assets to the Company
in exchange for the issuance by the Company to CNL of
9,600,000 shares of the Common Stock as a qualified exchange
pursuant to Section 351 of the Internal Revenue Code of
1986.
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto hereby agree as
follows:
1.
Contribution of the Assets.
A.
Contribution of the Assets .
Subject to the terms and conditions of this Agreement, CNL hereby
assigns, transfers, and delivers to the Company, as a contribution,
all right, title, and interest of CNL in and to all of the
following assets and properties (the “
Assets ”):
(i) The
name “Xcorporeal, Inc.”; and
(ii) That
certain Irrevocable Option Agreement dated August 11,
2006 by and among CNL, National Quality Care, Inc., a Delaware
corporation (“
NQCI ”),
and certain of the stockholders of NQCI (the “
Option ”).
B.
Conveyance Instruments .
To effectuate the contribution of the Assets as contemplated
by
Section 1.A ,
CNL has, or will hereafter, execute and deliver, or cause to be
executed or delivered, all such documents or instruments of
assignment, transfer, or conveyance, in each case dated the
Contribution Date, (collectively, the “
Conveyance Instruments ”),
as CNL and the Company and their respective counsels shall
reasonably deem necessary or appropriate to vest in or confirm
title to the Assets to the Company.
2.
Events Occurring on the Contribution Date.
A.
Deliveries by the Parties .
Each of the Parties shall deliver an original of this Agreement
fully executed by such Party to each of the other
Parties.
B.
Deliveries by CNL .
Simultaneously with the execution hereof, CNL has delivered to the
Company the following:
(1) The
Conveyance Instruments to effect the contribution of the
Assets to the Company, such Conveyance Instruments to be those
reasonably deemed necessary by, and to be in form and
substance reasonably satisfactory to, the respective counsels
to CNL and the Company; and
(2) All
other previously undelivered documents, instruments and
writings required to be delivered by CNL to the Company
hereunder or otherwise required in connection
herewith.
C.
Consideration for Contribution .
In exchange for the Contribution of the Assets, the Company shall
issue to CNL on the Contribution Date an aggregate of Nine Million
Six Hundred Thousand (9,600,000) shares of the Common
Stock.
D.
Deliveries By Summit .
Simultaneously with the execution hereof, Summit has delivered to
CNL the following all other documents, instruments, and writings
required to be delivered by Summit to CNL hereunder or otherwise
required in connection herewith.
D.
Additional Deliveries .
In addition to the deliveries set forth in
Section 2.A and 2.C ,
the Company shall have delivered to CNL each of the
following:
(1) An
indemnity executed by Peter Sotola in favor of CNL with
respect to certain representation and warranties regarding the
Company in substantially the form attached hereto as
Exhibit A ;
(2) All
minute books, stock books, ledgers and registers, if any, and
other records relating to the organization, ownership and
maintenance of the Company;
(3) All
books and records of the Company, including, without
limitation, all work papers and other backup materials used in
the preparation of the Company’s federal, state and
local tax returns for each of the Company’s last five
(5) fiscal years;
(4) A
copy of the articles of incorporation of the Company,
certified by the Secretary of State of Nevada and a
certificate of good standing from the Secretary of State of
Nevada and each jurisdiction in which the Company is duly
qualified to transact business, in each case, dated within
fifteen (15) days of the Closing;
(5) Copies
of the resolutions duly adopted by the Company’s
directors authorizing the execution, delivery and performance
of this Agreement and the other agreements contemplated
hereby, and the consummation of all transactions contemplated
hereby and thereby, certified by the Secretary of the Company;
and
(6) A
copy of the bylaws of the Company, certified by the Secretary
of the Company.
D.
Corporate Documents and Review; Financial Statements
.
The Company shall have delivered to CNL or its counsel copies of
all corporate documents of the Company as CNL shall have reasonably
requested. The unaudited balance sheet of the Company as of the
Contribution Date prepared in accordance with GAAP shall be
substantially similar or in the
aggregate
no less favorable to the Company than the balance sheet of the
Company include
| 
