Exhibit 10.4


 


PATENT ACQUISITION AGREEMENT


 


THIS
PATENT ACQUISITION AGREEMENT (the "Agreement') is
made and entered into as of this 3rd day of December 2012, by and between ELEcTROILEALING TECRNOLOGrES, INC., a Nevada corporation
("ElectroHealing "),
with offices at 2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109; and JOHN W. KENNEDY, an individual residing
in("Kennedy"), having a mailing address of [REMOVED].
ElectroHealing and Kennedy may be referred to herein individually as a "Party"
and collectively as the "Parties" to
this Agreement.


 


WHEREAS,
Kennedy owns certain proprietary technology and/or patent or patent application that is more definitively described in Attachment
No. 1(b), annexed hereto and, by this reference made a part hereof (hereinafter the "Assigned
Patent");


 


WHEREAS,
Kennedy is willing and desires to sell all of his rights, title and interests in the Assigned Patent to ElectroHealing and ElectroHealing
desires to acquire all of Kennedy's rights, title and interests in the Assigned Patent in exchange for shares of ElectroHealing
common stock as described below;


 


WHEREAS,
the Board of Directors of ElectroHealing deems it advisable and in the best interest of Electrollealing and its stockholders to
acquire the Assigned Patent in exchange for shares of ElectroHealing common stock; and


 


WHEREAS,
the Parties to this Agreement desires to and will make certain representations, warranties and commitments in connection with the
transactions contemplated herein and also to prescribe various conditions thereto.


 


NOW THEREFORE,
in consideration of the premises, mutual covenants set out herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:


 


SECTION 1 Acquisition of Assigned Patent. 


 


(a)   Based
upon the foregoing and subject to the terms and conditions of this Agreement, the Parties agree that Kennedy hereby sells, assigns
and transfers to ElectroHealing all of Kennedy's rights, title and interest in and to the Assigned Patent, which is more definitively
described in Attachment No. 1, and any and all other rights, assets, technologies and properties related thereto and all future
inventions patents, technologies properties and products related to the Assigned Patents, and ElectroHealing agrees to purchase
and acquire the Assigned Patents from Kennedy. For purposes of this Agreement "Assigned Patent" shall mean (i) all proprietary
technology and/or patent or patent application related to the Assigned Patents; (ii) any and all originals, divisions, continuations.
continuations-in-part, continuing examinations, extensions, reexaminations or reissues, now or hereafter, arising out of. descending
from, claiming priority to, sharing priority with, or in the absence of a claim of priority having a common disclosure with, any
of the foregoing in subsection (i) and in this subsection (ii): and (iii) any and all foreign patents, foreign patent applications
and foreign counterparts related to the Assigned Patent now or hereafter existing that claim priority to, from which priority is
claimed for, or share priority with any of the foregoing.


 


(b)   At
the Closing of this Agreement, as defined in Section 2(c) below, Kennedy agrees to sell, transfer and assign all rights, title
and interest in the Assigned Patent to ElectroHealing, free and clear of all liens, mortgages, pledges, security interests, prior
assignments and encumbrances of any kind or nature whatsoever. At the Closing, Kennedy will execute and have notarized the appropriate
documents, including all assignments to be filed with the U.S. Patent and Trademark Office (the "USPTO")
and any foreign patent office that is relevant to the Assigned Patent. Kennedy further agrees to deliver to ElectroHealing
all documents and other evidences of ownership to establish the outright ownership of the Assigned Patent by Kennedy. Prior to
the Closing, Kennedy will have sole responsibility and authority to prosecute any pending patent application included in the Assigned
Patent and, subsequent to the Closing, ElectroHealing will assume responsibility for all fees and expenses associated with the
Assigned Patent, including, without limitation, all maintenance, annuity and prosecution-related fees and expenses.


 




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(c)   At any time and from time
to time after the Closing, at ElectroHealing's reasonable request and expense, Kennedy will promptly execute and deliver, in a
form reasonably acceptable to ElectroHealing, such instruments of sale, transfer, conveyance, assignment and confirmation as may
reasonably be required, and shall take such other action as ElectroHealing may reasonably request, to more effectively transfer,
convey and assign to ElectroHealing all of Kennedy's right, title and interest in the Assigned Patent and to confirm such sale,
transfer, conveyance and assignment by Kennedy to ElectroHealing. In the event that a party becomes aware of any existing patent
or pending patent application that is covered by any component of the Assigned Patent, but which is not currently listed on Attachment
No. 1, such patent or patent application shall automatically be added to Attachment No. I and shall be deemed to constitute an
assignment of such patents for all purposes hereunder.


 


(d)   Kennedy
shall retain all rights, titles and interest in and to all patents and patent applications currently owned by Kennedy and not otherwise
included in the Assigned Patent included in Attachment No. 1, or related to the microgravity technology included in the Assigned
Patent or to be acquired in the future.


 


SECTION
2 Terms of Acquisition. In accordance with the provisions of this Agreement and the requirements of applicable
law, ElectroHealing will acquire from the Kennedy one hundred percent (100%) of the ownership interests in the Assigned Patent,
and, accordingly, ElectroHealing will be the sole owner of the Assigned Patent. Consummation of this Agreement will be upon the
following terms and subject to the conditions set forth herein:


 


(a)   Consideration.
In consideration for the acquisition of the Assigned Patent, at the Closing, ElectroHealing agrees to caused to be authorized,
certificated and issued to Kennedy and/or his assigns or designees, 11,500,000 shares of ElectroHealing's authorized, but previously
unissued common stock (the "ElectroHealing Shares"). At the Closing, ElectroHealing will direct its transfer agent
to record and, as soon as practicable after the Closing, certificate and issue the ElectroHealing Shares to Kennedy and/or his
assigns, designees or nominees pursuant to the provisions set forth herein. ElectroHealing has executed a License and Patent Royalty
Agreement with John W. Kennedy and Patrick Kennedy as additional compensation for the assignment of the Assigned Patent a copy
of which is hereby annexed to this agreement as Attachment No. 2(a) and, by this reference made a part hereof. Additionally, Kennedy
will assign to ElectroHealing any and all Intellectual Property that is a result of any beneficial technology derived from that
certain NASA Space Act Agreement that is related to the Assigned Patent and technology related thereto, a copy of which is hereby
annexed to his agreement as Attachment No. 2(a)(i) and, by this reference made a part hereof.


 


(b)   The
ElectroHealing Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"),
and will be issued pursuant to an exemption or exemptions therefrom and considered "restricted securities" within
the meaning of Rule 144 promulgated under the Securities Act. All certificates representing the ElectroHealing Shares will bear
an appropriate restrictive legend. Kennedy and/or his assigns, designees or nominees, will be required, prior to delivery of the
ElectroHealing Shares, to deliver to Electrollealing an "investment letter" or other written instrument, acceptable to
ElectroHealing and its legal counsel in their reasonable judgment, providing, among other things, that it or they are acquiring
the ElectroHealing Shares for investment purposes only and not with a view to further distribution.


 


(c)   Closing.
The Closing of this Agreement transactions contemplated hereby will take place at the location and on such date as mutually
determined by the parties hereto (the "Closing" or "Closing Date"), but no later than five (5)
days after all terms, conditions and conditions precedent under this Agreement have been satisfied or waived and all documents
required to be delivered under this Agreement have been delivered. The Parties will use their commercially reasonable efforts to
cause the Closing to occur within sixty (60) days from the date of this Agreement.


 


(d)   Other
Matters.


 


(i) Prior to the Closing, ElectroHealing
will have executed and closed that certain Rescission Agreement with ElectroHealing Holdings, Inc., a Nevada corporation (hereinafter
"Electrollealing Holdings"), and the stockholders of ElectroHealing Holdings whereby that certain Acquisition
Agreement dated December 30, 2011 by and among ElectroHealing, ElectroHealing Holdings and its stockholders is to be rescinded.
Under the terms of the Rescission


 




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Agreement, 11,141,200 shares
ElectroHealing common stock issued pursuant to that Acquisition Agreement will be returned to Electra-leafing and canceled
on the stockholder records, and ElectroHealing will cause to be returned to the ElectroHealing Holdings stockholders 100% of the
ElectroHealing Holdings common stock acquired by ElectroHealing pursuant to the Acquisition Agreement. In finalizing the Rescission
Agreement, Electrol-lealing Holdings will retain ownership of all of its patents, patent applications and other technologies and/or
license agreements that would have otherwise been acquired by ElectroHealing pursuant to the Acquisition Agreement.


 


(ii) Contemporaneous with the
Closing, the ElectroHealing Board of Directors will take the necessary and requisite actions to reconstitute the Board of Directors
to consist of Harvey Kaye, H. Deworth Williams, Edward F. Cowle, John W. Kennedy, Patrick Kennedy and Richard Godwin.


 


(iii)If, at any time after the
Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and the transactions contemplated
hereunder, the officers and directors of ElectroHealing are hereby fully authorized to take, and will take, all such lawful and
necessary action.


 


SECTION
3 Representations of Kennedy. Kennedy hereby makes, as of the date hereof and as of the Closing, the following representations
and warranties:


 


(a)  Kennedy
has the requisite power and authority to enter into this Agreement, together with such other agreements and documents related to
the Agreement (the "Transaction Documents") to which he is a party and to perform his obligations
hereunder and thereunder. The execution of this Agreement and the other Transaction Documents does not materially violate or breach
any material agreement or contract to which Kennedy is a party or will, by Closing be a party and, to the extent required, Kennedy
has or will have by Closing, obtained all necessary approvals or consents required by any agreement to which he is a party.


 


(b)  Kennedy
has no financial statements related to the Assigned Patent. Kennedy has, or will have at the Closing, good title to and is the
sole and exclusive owner of the Assigned Patent and all underlying technology and/or patents and patent applications. The Assigned
Patent and all underlying technology and/or patents and patent applications are free and clear of all liens, mortgages, pledges,
security interests, prior assignments or encumbrances, and any restrictions on transfer.


 


(c)  Kennedy
shall make available and provide to ElectroHealing all existing files and records relating to the Assigned Patent and all underlying
technology and/or patents and patent applications.


 


(d)  Kennedy
has not granted any license or right under the Assigned Patent or any underlying technology and/or patents and patent applications,
to any third party unless otherwise disclosed in Attachment No. 3(d) annexed hereto.


 


(e)  All maintenance
fees required to be paid as of the Closing with respect to the Assigned Patent, including all patents and patent applications,
have been or shall be paid at the Closing by Kennedy.


 


(f)  Any and
all issued patents included in the Assigned Patent are existing and in full force and effect. The execution of this Agreement
will not result in the loss or impairment of the right, title and interest in any patents included in the Assigned
Patent.


 


(g)  To the best
of Kennedy's knowledge, there are no actions, suits, investigations, claims or proceedings threatened, pending or in progress relating
to the Assigned Patent or any patents included in the Assigned Patent. The Assigned Patent is currently being renewed, which Kennedy
represents will be completed prior to or immediately following the Closing. No settlement agreements, consents, judgments, orders,
forbearance to sue or similar obligations limit or restrict Kennedy's rights in and to the Assigned Patent, There have been no
asserted claims against any third party relating to infringement of any patents that are part of the Assigned Patent.


 


(h)  To the best
of Kennedy's knowledge, he has made no public disclosures of any non-public portion of the claimed subject matter contained
in the Assigned Patent and all underlying technology and/or patents and patent applications prior to filing with the
USPTO a U.S. patent application pertaining to any such non-public portion.


 




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(i)   Except as
and to the extent as may be set forth in Attachment 3(i) annexed hereto, Kennedy is not a party to any material pending litigation
or, to his actual knowledge (herein, "Kennedy's Knowledge"), any governmental investigation or proceeding,
and, to Kennedy's Knowledge, no litigation, claims, assessments or any governmental proceedings are threatened in writing against
Kennedy.


 


(j)   Kennedy
is not currently in any material breach of any material agreement to which he is a party concerning the Assigned Patent.


 


(k)   To Kennedy's
Knowledge, all material documents and information regarding Kennedy and the Assigned Patent, which has been delivered to Electrollealing
for use in connection with this Agreement was, at the time provided, true and accurate in all material respects.


(1) To Kennedy's Knowledge,
Kennedy has disclosed and, at the Closing will have disclosed in writing to ElectroHealing, all existing events, conditions and
facts materially affecting the Assigned Patent.


 


(m)   To Kennedy's
Knowledge, and except as may be otherwise disclosed herein or by a written attachment hereto, Kennedy has not, within the past
five (5) years, been (i) a party to any bankruptcy petition against such person or against any business of which such person was
affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses; (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in
any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by
the SEC or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which
judgment has not been reversed, suspended or vacated.


 


(n)   To Kennedy's
Knowledge, no representation or warranty by Kennedy contained in this Agreement contains any untrue statement of a material fact,
or omits to state a material fact necessary in order to make the statements therein not misleading. Except as specifically indicated
elsewhere in this Agreement, all documents delivered by Kennedy in connection herewith, have been and will be complete originals,
or duplicate copies thereof.


 


SECTION'
4 Representations of Electrollealing. ElectroHealing hereby makes, as of the date hereof and as of the Closing, the
following representations and warranties:


 


(a)   ElectroHealing
is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing and duly qualified
to do business in that state and in any other state where required to be so qualified, or will be so qualified before Closing,
except where the failure to so qualify would have no material adverse effect.


 


(b)   ElectroHealing
has the requisite corporate power to enter into this Agreement and to perform its obligations hereunder. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby (i) have been or will, prior to the Closing be duly
authorized by ElectroHealing's Boards of Directors; and (ii) do not have to be approved or authorized by the stockholders of ElectroHealing.
The execution and performance of this Agreement will not constitute a material breach of any' agreement, indenture, mortgage, license
or other instrument or document to which ElectroHealing is a party or to which it is otherwise subject and will not violate any
judgment, decree, order, writ, law, rule, statute, or regulation applicable to ElectroHealing or its properties or to which ElectroHealing
will, by Closing, be a party, and, to the extent required, ElectroHealing has or will have by Closing, obtained all necessary approvals
or consents required by any agreement to which it is a party. The execution and performance of this Agreement will not violate
or conflict with any provision of the ElectroHealing's Certificates of Incorporation or Bylaws.


 


(c)   ElectroHealing
has delivered to Kennedy, or will deliver prior to the Closing, a true and complete copy of its audited financial statements for
the fiscal years ended December 31, 2011, and 2010 and its unaudited financial statements for the nine month period ended September
30, 2012 (the "ElectroHealing Financial Statements"). The ElectroHealing Financial Statements are complete,
accurate and fairly present the financial condition of ElectroHealing as of the dates thereof and the results of
its operations for the periods then ended. There are no material liabilities or obligations,


 




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either fixed or contingent,
not reflected therein. The ElectroHealing Financial Statements have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present
the financial position of ElectroHealing as of the dates thereof and the results of its operations and changes in financial position
for the periods then ended.


 


(d)   Except
as disclosed in writing to Kennedy, since September 30, 2012, there have not been any material adverse changes in the financial
position of ElectroHealing except changes arising in the ordinary course of business, which changes will not materially and adversely
affect the financial position, business or operations of ElectroHealing.


 


(e)   Except
as and to the extent as may be set forth in Attachment 5(e) annexed hereto, ElectroHealing is not a party to any material pending
litigation or, to the knowledge of its executive officers (herein, "ElectroHealing's Knowledge"), any governmental
investigation or proceeding, not reflected in the Electroliealing Financial Statements and no litigation, claims, assessments or
any governmental proceedings are threatened in writing against ElectroHealing.


 


(f)   ElectroHealing
has filed all federal, state, county and local income, excise, property and other tax, governmental and/or other returns, forms,
filings, or reports, which are due or required to be filed by it prior to the date hereof and have paid or made adequate provision
in the ElectroHealing Financial Statements for the payment of all taxes, fees, or assessments which have or may become due pursuant
to such returns, filings or reports or pursuant to any assessments received. ElectroHealing is not delinquent or obligated for
any tax, penalty, interest, delinquency or charge and there are no tax liens or encumbrances applicable to it.


 


(g)   As of
the date of this Agreement, ElectroHealing's authorized capital stock consists of one hundred million (100,000,000) shares of common
stock, $0.001 par value, of which eleven million five hundred thousand (11,500,000) shares are presently issued and outstanding,
and two thousand five hundred (2,500) shares of preferred stock, none of which are outstanding, and none of which will be outstanding
as of the Closing. All outstanding shares of ElectroHealing common stock are, and will be at the Closing, duly authorized, validly
issued, fully paid and nonassessable. There are no existing options, calls, claims, warrants, preemptive rights, registration rights
or commitments of any character relating to the issued or unissued capital stock or other securities of Electrollealing.


 


(h)   As of
the date hereof and at the Closing, the ElectroHealing Shares to be issued and delivered to Kennedy hereunder and in connection
herewith will, when so issued and delivered, constitute duly authorized, validly and legally issued, fully-paid and nonassessable
shares of ElectroHealing common stock and preferred stock, free and clear of all liens, claims and encumbrances.


 


(i)   Prior
to the Closing, Electrol-lealing will make available for inspection by Kennedy, or his authorized representative, from time to
time as requested by Kennedy, copies of ElectroHealing's financial records, minute books, and related documents. All documents
and information regarding ElectroHealing that have been or will be provided to Kennedy by ElectroHealing, or set forth in any document
or other communication disseminated to any former, existing or potential stockholders of ElectroHealing, to the public or filed
with the SEC, FINRA, or any federal or state securities and/or financial regulators or authorities, is true, complete, accurate
in all material respects, not misleading, and was and is in full compliance with all securities laws and regulations


 


(j)   Except
as and to the extent specifically disclosed in this Agreement and as may be specifically disclosed or reserved against as to amount
in the latest balance sheet contained in the ElectroHealing Financial Statements provided to Kennedy, there is no basis for any
assertion against ElectroHealing of any material liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise and whether due or to become due including, without limitation, any liability for taxes, including e-commerce sales
or other taxes, interest, penalties and other charges payable with respect thereto. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will;


 


(i) Result in any payment,
whether severance pay, unemployment compensation or otherwise, becoming due from ElectroHealing to any person or entity, including
without limitation, any employee, director, officer;


 




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(ii)   Increase
any benefits otherwise payable to any person or entity, including without limitation, any employee, director, officer
or affiliate; or


 


(iii)   Result
in the acceleration of the time of payment or vesting of any such benefits.


 


(k) No aspect of ElectroHealing's
business, operations or assets is of such a character as would restrict or otherwise hinder or impair ElectroHealing from
carrying on its business as presently being conducted and as anticipated following consummation of the Agreement.


 


(I) ElectroHealing has not
materially breached any material agreement to which it is or has been a party. Prior to the execution of this Agreement, Electrollealing
has given to or made available to Kennedy copies all "material-
contracts, commitments and/or agreements to which Electrollealing is a


partY.


 


(m)   All shares
of ElectroHealing's outstanding common stock have been issued pursuant to an appropriate exemption from registration under
the Securities Act and all applicable state securities laws. There are no outstanding, pending or threatened stop orders
or other actions or investigations relating thereto involving federal and state securities laws.


 


(n)   The By-Laws of ElectroHealing
provide for a Board of Directors consisting of from one (1) to seven • (7) Directors.


 


(o)   No representation
or warranty by ElectroHealing contained in this Agreement and no statement contained in any certificate, schedule or other
communication furnished pursuant to or in connection with the provisions hereof, contains or will contain any untrue statement
of a material fact, or omits to state a material fact necessary in order to make the statements therein not misleading.
Except as specifically indicated elsewhere in this Agreement, all documents delivered by ElectroHealing in connection herewith,
have been and will be complete originals, or duplicate copies thereof.


 


SECTION 5 Actions Prior to Closing.


 


(a) Prior to Closing, Kennedy
on one hand, and Electrol-lealing on the other hand, will be entitled to make such investigations of the assets, properties,
business and operations of the other party and to examine the books, records, tax returns, financial statements and other materials
of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated
hereby. Any such investigation and examination will be conducted at reasonable times and under reasonable circumstances
and the Parties hereto will cooperate fully therein. The representations and warranties contained in this Agreement will not be
affected or deemed waived by reason of the fact that any Party hereto discovered, or should have discovered, that any representation
or warranty is or might be inaccurate in any respect. Until the Closing, the Parties hereto and their respective affiliates
will keep strictly confidential and will not use in any manner inconsistent with the transactions contemplated by this Agreement,
any information or documents obtained from the other concerning its assets, properties, business or operations (the "Transactional
Informatka"). It is hereby acknowledged that the Parties shall be permitted to disclose said Transactional Information
to its third party professionals assisting in the analysis of such Transactional Information provided that the Party forwarding
the Transactional Information to its third party professionals shall be required to inform such third party professionals in writing
that such third party professionals shall be required to maintain the confidentiality of such Transactional Information in the
same manner and respect as the Party providing such third party professionals with such Transactional Information. If the Closing
does not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the Parties hereto
and their respective affiliates will not disclose, nor use for their own benefit, any such Transactional Information unless and
to the extent such Transactional Information is;


(i)   Readily ascertainable from
public or publicly published information, or trade sources in the public domain;


 


(ii)   Received from a third party
not under an obligation to keep such information confidential; or


 


(iii)   Required to be disclosed
by any applicable law, rule, regulation or court order.


 




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If the
Closing does not occur for any reason, each of the Parties and their respective affiliates will promptly return or destroy all
originals and copies of such Transactional Information and compilations thereof, and will certify such destruction or return to
the other Party in a writing signed by an officer of such Party.


(b) Prior to the Closing,
no written news releases or public disclosure (each, a "Disclosure")
shall be permitted by any Party unless previously agreed to by all Parties hereto. After Closing, any proposed
Disclosure by a Party hereto pertaining to this Agreement or the transactions contemplated hereby, will be submitted to the other
party for its review and approval prior to such release or disclosure, provided, however, that


 


(i)   Such approval will not be
unreasonably withheld;


 


(ii)   The content of the Disclosure
shall be reasonably agreeable to all Parties; and


 


(ii) In the event that, in
the judgment of counsel to a Party a Disclosure is required in order to comply with federal or state securities or corporate laws
or policies, then such counsel shall disclose said intention to publish said Disclosure in writing to the other Parties
and the publishing Party's counsel and shall be permitted to publish said Disclosure, with consideration being given to the confidentiality
interests of the other Parties, no earlier than five (5) days after the date of its written notice.


 


(c) Contemporaneous with or
prior to the Closing, ElectroHealing's Board of Directors will take all necessary and requisite corporate and other actions to
reconstitute the Board to consist of Harvey Kaye, H. Deworth Williams, Edward F. Cowie, John W. Kennedy, Patrick Kennedy and Richard
Godwin, to be effective immediately upon the Closing.


 


(d) Contemporaneous with or
prior to the Closing, ElectroHealing will cause to be authorized and issued the ElectroHealing Shares.


 


(e) Subsequent to the Closing,
ElectroHealing's Board of Directors will take all necessary and requisite actions to (i) effect a change in its corporate name
to a name to be determined by ElectroHealing's Board of Directors in their reasonable judgment; and (ii) obtain by written consent
in lieu of a stockholders' meeting the requisite majority vote of the stockholders of ElectroHealing to approve the name change.


 


(f) Except as contemplated
by this Agreement, there will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to, or rights
issued in respect of ElectroHealing common stock after the date of the execution of this Agreement and prior to the Closing,
and there will be no dividends or other distributions paid on ElectroHealing's common stock after the date hereof, in each case
through and including the Closing.


 


(g) ElectroHealing, acting
through its Board of Directors, will authorize and take all requisite and necessary actions to prepare and file the requisite
reports and/or filings with the SEC, FINRA, or any other federal, state or local governmental agency or instrumentality having
jurisdiction over the transactions contemplated by this Agreement and make whatever other reports and/or filings that may be required
pursuant to applicable law, rule or regulation.


 


(h) Kennedy will provide to ElectroHealing any
documents and information in Kennedy's possession or control requested by ElectroHealing as being necessary for inclusion in the
requite reports and/or filings to be made by ElectroHealing with the SEC or other agency concerning this Agreement and the transactions
contemplated hereby. Kennedy and ElectroHealing, respectively, agree to promptly correct any information provided by any of them
for use in the reports and/or filings if, and to the extent that, such information will have become false or misleading in any
material respect, and ElectroHealing further agrees to take all necessary steps to cause the reports and/or filings, as so corrected
if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal
securities and financial reporting laws.


 




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(i) Except as required by
court order or applicable law, neither Kennedy nor ElectroHealing will voluntarily take any action that would, or that is
reasonably likely to, result in any of the conditions to the Agreement not being satisfied. Without limiting the generality of
the foregoing neither Kennedy nor ElectroHealing will intentionally take any action that would result in;


 


(i)   Any
of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue; or


 


(ii)   Any of such representations
and warranties that are not so qualified becoming unfree in any material respect.


 


(j) ElectroHealing covenants
that its common stock will continue to be approved for quotation in the over-the-counter market on the OTC Pink Market and that
it will continue to satisfy any disclosure or filing requirements to maintain its eligibility to have its shares quoted.


 


SECTION
6 Conditions Precedent to the Obligations of Kennedy. All obligations of Kennedy under this Agreement and to effect the
transactions contemplated hereby are subject to the fulfillment, prior to or as of the Closing, as indicated below, of each of
the following conditions:


 


(a) The representations and
warranties by or on behalf of ElectroHealing contained in this Agreement, or in any certificate or document delivered pursuant
to the provisions hereof or in connection herewith, will be true and correct at and as of the date of Closing as though such representations
and warranties were made at and as of such time.


 


(b) ElectroHealing will have
performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it prior to or at the Closing.


 


(c) No preliminary or permanent
injunction or other order, decree or ruling issued by a court or other governmental authority of competent jurisdiction nor any
statute, rule, regulation or executive order promulgated or enacted by any governmental authority of competent jurisdiction will
be in effect which would have the effect of (i) making the consummation of the Agreement or any of the transactions contemplated
by this Agreement illegal, or (ii) otherwise prohibiting the consummation of the Agreement or any of the transactions contemplated
by this Agreement.


 


(d) On or before the Closing,
the ElectroHealing Board of Directors will have approved, in accordance with applicable provisions of state corporation law and
any other applicable law, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein
and will have submitted same to the Electrollealing stockholders, if applicable, for approval and shall have obtained all applicable
shareholder approvals, in accordance with such state corporation law and any other applicable law.


 


(e) On or before the Closing,
ElectroHealing will have delivered to Kennedy certified copies of resolutions of the Electra-leafing Board of Directors and, if
shareholder approval is required, the shareholders of ElectroHealing, approving and authorizing;


 


(i)   The execution, delivery and
performance of this Agreement and all necessary and proper actions to enable Electrollealing to comply with the terms of this Agreement;


 


(ii)   The reconstitution of the
ElectroHealing Board of Directors to consist of Harvey Kaye, 1-1. Deworth Williams, Edward F. Cowie, John W. Kennedy, Patrick Kennedy
and Richard Godwin.


 


(iii)   All other matters set forth
or contemplated herein.


 


(f) The Agreement will be
permitted by applicable federal and state law and ElectroHealing will have sufficient shares of its common stock and preferred
stock authorized to complete the transactions contemplated hereby.


 


(g) The capitalization of ElectroHealing will be
the same as described in Section 4(g) above.


 


(h) The ElectroHealing Shares to be issued to Kennedy
at the Closing will have been duly authorized and, when issued, will be deemed validly issued, nonassessable and fully paid under
the provisions of applicable federal and state law, to be issued in a private, nonpublic offering in compliance with all
federal, state and applicable securities laws.


 




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(i)   Kennedy will have completed
his financial and legal due diligence investigation of ElectroHealing with results thereof satisfactory to him in his sole
and exclusive discretion.


 


(j)   All
appropriate and necessary governmental and regulatory filings of ElectroHealing in connection with this Agreement and
the transactions contemplated hereby will be made by ElectroHealing and all necessary governmental and regulatory consents to this
Agreement and the transactions contemplated hereby required to be obtained by ElectroHealing will have been received.


 


(k)   All
necessary third party consents to this Agreement and the transactions contemplated hereby will have been received by ElectroHealing.


 


SECTION
7 Conditions Precedent to the Oblitations of Electrollealint. All obligations of Electrollealing under this Agreement
and transactions contemplated hereby, are subject to the fulfillment, prior to or at the Closing as indicated below, of each of
the following conditions:


 


(a)   The representations
and warranties by Kennedy contained in this Agreement or in any certificate or document delivered pursuant to the provisions
hereof or in connection herewith, will be true and correct at and as of the date of the Closing as though such representations
and warranties were made at and as of such times.


 


(b)   Kennedy
will have performed and complied with, in all material respects, all covenants, agreements, and conditions required
by this Agreement to be performed or complied with by him.


 


(c)   On or before
the Closing Date, Kennedy will have delivered to ElectroHealing executed copies of this Agreement and the other Transaction Documents,
as necessary, and authorizing all of the necessary and proper action to enable Kennedy to comply with the terms of this Agreement.


 


(d)   The transactions
contemplated by this Agreement will be permitted by applicable federal and state law.


 


(f) At the Closing or
immediately thereafter, ElectroHealing must receive from Kennedy and/or his assigns, designees or nominees an "investment
letter" or other equivalent document providing representations that the ElectroHealing Shares to be issued pursuant to
this Agreement are, among other things;


 


(i)    Being acquired for investment
purposes and not with a view to public resale;


 


(ii)   Being acquired for the investor's
own account; and


 


(iii)  Are restricted and may
not be resold except pursuant to a registration statement or in reliance upon an exemption to registration under the Securities
Act.


 


SECTION
8 Survival. The representations and warranties contained in this Agreement and any other document or certificate relating hereto
will survive and continue in full force and effect for a period of six (6) months after the Closing of the Agreement.


 


SECTION 9 Indemnification.


 


(a) From and after the Closing
of this Agreement, ElectroHealing agrees to indemnify, defend and hold harmless Kennedy against any costs or expenses (including
reasonable attorneys' fees), judgments, fines, losses, claims, demands, liabilities, damages and deficiencies, including
interest and penalties, incurred or suffered in connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal or administrative, arising out of matters existing or occurring prior to the Closing, whether asserted or claimed
prior to, at or after the Closing, including, without limitation, all losses, claims, damages, costs, expenses, liabilities,
judgments or settlement amounts based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement
or the transactions contemplated hereby to the fullest extent that Kennedy could have been permitted under applicable state laws
to indemnify such individual.


 




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(b)   From and
after the Closing of this Agreement, Kennedy agrees to indemnify, defend and hold harmless ElectroHealing and each person who is
now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Closing a director or officer of
ElectroHealing, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, demands,
liabilities, damages and deficiencies, including interest and penalties, incurred or suffered in connection with any claim, action,
suit, proceeding or investigation, whether civil, criminal or administrative, arising out of matters existing or occurring prior
to the Closing, whether asserted or claimed prior to, at or after the Closing, which is based in whole or in part on, or arising
in whole or in part out of the fact that such person is a party to this Agreement or is or was a director or officer of ElectroHealing
including, without limitation, all losses, claims, damages, costs, expenses, liabilities, judgments or settlement amounts based
in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated
hereby to the fullest extent that ElectroHealing could have been permitted under applicable state laws and its Articles of Incorporation,
Bylaws and other agreements in effect on the date hereof, to indemnify such individual.


 


(c)   Any indemnified
Party wishing to claim indemnification under subsection (a) or (b) of this Section 10, upon learning of any such claim, action,
suit, proceeding or investigation, will promptly notify Electralealing if under subsection (a), or Kennedy if under subsection
(b). However, failure to so notify the appropriate party will not relieve the indemnifying party from any liability which it may
have under this Section 10, except to the extent such failure materially prejudices such party. In the event of any such claim,
action, suit, proceeding or investigation, (1) the indemnifying party will have the right to assume the defense thereof and
will not be liable to any such indemnified party in connection with the defense thereof, (ii) the indemnified party
will cooperate in all respects as requested by the indemnifying party in the defense of any such matter; and (iii) the indemnifying
party will not be liable for any settlement effected without its prior written consent, which consent will not be unreasonably
withheld, conditioned or delayed; provided, however, that the indemnifying party will not have any obligation hereunder
to any indemnified party if and when a court will ultimately determine, and such determination will have become final, that
the indemnification of such indemnified party in the manner contemplated hereby is prohibited by law.


 


SECTION
10 Nature of Representations. All of the Parties hereto are executing and carrying out the provisions of this Agreement
in reliance solely on the representations, warranties, covenants and agreements contained in this Agreement and the other Transaction
Documents delivered at the Closing and not upon any representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set forth herein.


 


SECTION 11 Documents at Closing. At the
Closing, the following documents will be delivered:


 


(a) Kennedy will deliver, or will cause to be delivered,
to ElectroHealing the following;


 


(i)   All appropriate documents, including
all assignments to be filed with the U.S. Patent and Trademark Office (the "USPTO")
and any foreign patent office that is relevant to the Assigned Patent and all documents and other evidences of
ownership to establish the outright ownership of the Assigned Patent by Kennedy;


 


(ii)   Such other
instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;


 


(iii)All other items, the delivery
of which is a condition precedent to the obligations of ElectroHealing, as set forth in Section 7 above.


 


(b) ElectroHealing will deliver or cause to be delivered
to Kennedy;


 


(i) Stock certificates representing
the ElectroHealing Shares to be issued to Kennedy as a condition of the Agreement as described in Section 2 hereof;


 




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(ii)   Certified
copies of resolutions adopted by Electrollealing's Boards of Directors and, if required, the shareholders of ElectroHealing approving
the Agreement and all related matters;


 


(iii)   Such
other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; and


 


(iv)   All other
items, the delivery of which is a condition precedent to the obligations of Kennedy as set forth in Section 6 above.


 


SECTION
12 Finder's Fees. Electrollealing represents and warrants to Kennedy and Kennedy represents and warrants to ElectroHealing
that none of them, or any party acting on their behalf, has incurred any liabilities, either express or implied, to any
"broker" or "finder" or similar person in connection with this Agreement or any of the transactions
contemplated hereby.


 


SECTION 13 Additional Covenants.


 


(a) Between the date hereof and the Closing, except
with prior written consent of the other Party:


 


(i)   Each of
ElectroHealing and Kennedy will conduct their business only in the usual and ordinary course and will not change their business
or undertake a new and different business;


 


(ii)   No change
will be made in the Articles of Incorporation or Bylaws of ElectroHealing except as described herein;


 


(iii)No change will be made
in the authorized or issued shares of Electrollealing common stock or preferred stock or except as set forth herein; and


 


(iv) Electrollealing will not
make any payment or distribution to its stockholders or purchase or redeem any shares or common stock or issue any preferred
stock except as set forth herein.


 


(b) Immediately following the Closing, ElectroHealing
will:


 


(1) Authorize and cause to be
issued the ElectroHealing Shares to be issued to Kennedy and/or his assigns or designees; and


 


(ii) Take the necessary action
to amend its Articles of Amendment to change its corporate name to a name to be determined by and authorized at the discretion
of the Board of Directors.


 


SECTION
14 Termination. This Agreement may be terminated prior to the Closing as set forth below:


 


(a)   By the written consent of all
of the Parties hereto;


 


(b)   By any Party
hereto if the Closing will not have occurred on or before January 31, 2013 (the "Termination Date"); provided,
however, that the right to terminate this Agreement under this Section 15(b) will not be available to any Party whose failure
to fulfill any obligation under this Agreement has been the cause of or resulted in, the failure of the Closing to occur on or
before the Termination Date;


 


(c)   By any Party
hereto if any governmental entity;


 


(i)   Will have
issued an order, decree or ruling or taken any other action (which the Parties will use their reasonable best efforts to resist,
resolve or lift, as applicable) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this
Agreement and such order, decree, ruling or other action will have become final and nonappealable; or


 


(ii)   Will have
failed to issue an order, decree or ruling or to take any other action and such denial of a request to issue such order,
decree, ruling or take such other action will have become final and nonappealable (which order, decree, ruling or other action
the Parties will have used their reasonable best efforts to obtain); if such action under (i) and/or (ii) is necessary to fulfill
the conditions set forth in Sections 6 and 7, as applicable; or


 




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(d) By any of the Parties hereto
if one of the other Parties will have breached or failed to perform any of its representations, warranties, covenants or other
agreements contained in this Agreement, such that the conditions set forth in either Section 6 or Section Tare not-capable of being
satisfied on or before the Termination Date_


 


SECTION
15 Effect of Termination. In the event of termination of this Agreement by any of the Parties hereto as provided in
Section 15, this Agreement will forthwith become void and there will be no liability or obligation on the part of any of the Parties
or their respective officers or directors except as provided in the confidentiality covenants set forth in Section 6 (a) hereof
..


 


SECTION 16 Miscellaneous. 


 


(a)   Further
Assurances. At any time and from time to time after the Closing, each Party agrees that it will execute such additional
instruments and take such action as may be reasonably requested by the other Party to carry out the intent and purposes of this
Agreement.


 


(b)   Waiver.
Any failure on the part of any Party hereto to comply with any of its obligations, agreements or conditions hereunder may
be waived in writing by the Party (in its sole discretion) to whom such compliance is owed.


 


(c)   Amendment.
This Agreement may be amended only in writing as agreed to by all Parties hereto.


 


(d)   Notices.
All notices and other communications to any party hereto will be in 'writing and deemed to have been given if delivered
in person or sent by prepaid first class registered or certified mail, return receipt requested, by Federal Express, facsimile
or e-mail to other party.


 


(e)   Headings.
The section and subsection headings in this Agreement are inserted for convenience only and will not affect in any way
the meaning or interpretation of this Agreement.


 


(f)   Counterparts.
This Agreement may be executed simultaneously in two (2) or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. It is further agreed that the delivery by facsimile, e-mail
or other recognized electronic medium of an executed counterpart of this Agreement will be deemed to be an original and will have
the full force and effect of an original executed copy.


 


(g)   Binding
Effect. This Agreement will be binding upon the Parties hereto and inure to the benefit of the Parties, their respective
heirs, administrators, executors, successors and assigns.


 


(h)   Entire
Agreement. This Agreement and the attachments and exhibits annexed hereto comprise the entire agreement of the Parties
covering everything agreed upon or understood in the transaction. There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the execution hereof.


 


(1) Severability. If
any part of this Agreement is deemed to be unenforceable, the balance of the Agreement will remain in full force and effect.


 


(j)   Responsibility
and Costs. Whether the Agreement is consummated or not and except as otherwise provided herein or by separate agreement,
all fees, expenses and out-of-pocket costs including, but not limited to fees and disbursements of counsel, financial advisors
and accountants and expenses associated with fulfillment of the obligations set forth herein, that arc incurred by the
Parties hereto will be borne solely and entirely by the Party that has incurred such costs and expenses.


 


(k)   Legal
Representation. The Parties hereto acknowledge and agree that each respective party is represented by the same legal counsel,
Leonard E. Neilson, Attorney at Law, and that each party hereby waives any existing or potential conflict of interest that may
exist or occur by such common legal representation.


 




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(1) Governing Law. This Agreement
will be governed and construed in accordance with the laws of the State of Utah without regard to principles of conflicts of law.


 


(m)Assignment. This Agreement shall not be assignable
or transferable by any Party hereto.


 


(Signatures on Following Page]


 




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IN WITNESS WHEREOF, the
Parties hereto have executed and Closed this Agreement and the transactions contemplated hereby on this 3rd day of December, 2012.


 


	 	 	 	ElectroHealing Technologies, Inc.
	 	 	 
	 	By:	/s/ Geoff Williams
	 	 	its: President
	 	 	 
	 	 	John W. Kennedy
	 	 	 
	 	By:	/s/ John W. Kennedy




 









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