Wellstar International, Inc. Sample Contracts

Wellstar International, Inc. – CONVERSION AGREEMENT (August 19th, 2010)

THIS CONVERSION AGREEMENT, dated as of August 17, 2010 is made by and between Wellstar International, Inc., a Nevada corporation (“Company”), and Ken McCoppen, a Vice President and Director of the Company (“Employee”).

Wellstar International, Inc. – THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERSION AGREEMENT (August 19th, 2010)

THIS CONVERSION AGREEMENT, dated as of August 17, 2010 is made by and between Wellstar International, Inc., a Nevada corporation (“Company”), and John Antonio the Chief Executive Officer and a Director of the Company (“Employee”).

Wellstar International, Inc. – CONVERTIBLE PROMISSORY NOTE (May 13th, 2010)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Wellstar International, Inc. – SECURITIES PURCHASE AGREEMENT (May 13th, 2010)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 5, 2010, by and between WELLSTAR INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 6911 Pilliod Road, Holland, Ohio 43528 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

Wellstar International, Inc. – CONVERSION AGREEMENT (January 26th, 2010)

THIS CONVERSION AGREEMENT, dated as of January 19, 2010 is made by and between Wellstar International, Inc., a Nevada corporation (“Company”), and Ken McCoppen, a Vice President and Director of the Company (“Employee”).

Wellstar International, Inc. – CONVERSION AGREEMENT (January 26th, 2010)

THIS CONVERSION AGREEMENT, dated as of January 19, 2010 is made by and between Wellstar International, Inc., a Nevada corporation (“Company”), and John Antonio the Chief Executive Officer and a Director of the Company (“Employee”).

Wellstar International, Inc. – CONVERSION AGREEMENT (October 5th, 2009)

THIS CONVERSION AGREEMENT, dated as of October 1, 2009 is made by and between Wellstar International, Inc., a Nevada corporation (“Company”), and John Antonio the Chief Executive Officer and a Director of the Company (“Employee”).

Wellstar International, Inc. – CONVERSION AGREEMENT (October 5th, 2009)

THIS CONVERSION AGREEMENT, dated as of October 1, 2009 is made by and between Wellstar International, Inc., a Nevada corporation (“Company”), and Ken McCoppen, a Vice President and Director of the Company (“Employee”).

Wellstar International, Inc. – SECURITIES PURCHASE AGREEMENT (May 27th, 2009)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 15, 2009, by and among Wellstar International Inc., a Nevada corporation, with headquarters located at 6911 Pilliod Road, Holland, OH 43528 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Wellstar International, Inc. – REGISTRATION RIGHTS AGREEMENT (May 27th, 2009)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 15, 2009, by and among Wellstar International Inc., a Nevada corporation with its headquarters located at 6911 Pilliod Road, Holland, OH 43528 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

Wellstar International, Inc. – SUBSIDIARY GUARANTY (May 27th, 2009)

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of May 15, 2009, among Wellstar International Inc., a Nevada corporation (the “Company”), Trillennium Medical Imaging, Inc., an Ohio corporation (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

Wellstar International, Inc. – CALLABLE SECURED CONVERTIBLE NOTE (May 27th, 2009)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.  The obligations of the Borrower under this Note shall be secured by that certain Security Agreement and that certain Intellectual Property Security Agreement, each dated May 15, 2009 by and between the Borrower and the Holder.

Wellstar International, Inc. – INTELLECTUAL PROPERTY SECURITY AGREEMENT (May 27th, 2009)

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of May 15, 2009, by and among Wellstar International Inc., a Nevada corporation (“Parent”), Trillennium Medical Imaging, Inc., an Ohio corporation (collectively the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Wellstar International, Inc. – SECURITY AGREEMENT (May 27th, 2009)

SECURITY AGREEMENT (this “Agreement”), dated as of May 15, 2009, by and among Wellstar International Inc., a Nevada corporation (“Parent”), Trillennium Medical Imaging, Inc., an Ohio corporation (collectively the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Wellstar International, Inc. – September 27, 2007 Maclath LTDA Managing Director Edificio Colon, Paseo Colon Piso 8, Oficina 8-4 San Jose, Costa Rica Via DILL: 827 9020 691 Re.: NOTICE OF DEFAULT Subject Limited Technology License Agreement, dated June 29, 2007 My Client Trillennium Medical Imaging, Inc. Dear Mr. Plan: (March 19th, 2009)

This Notice of Default is provided to you pursuant to Section 132 of the "Limited Technology License Agreement" (the "Agreement") entered into between Maclath, Ltda and Trillennium Medical Imaging, Inc. on June 29, 2007,

Wellstar International, Inc. – LIMITED TECHNOLOGY LICENSE AGREEMENT (March 19th, 2009)

This Limited Technology License Agreement (“Agreement”) is made and entered into this 9th day of July, 2007 (the “Effective Date”), by and between Trillennium Medical Imaging, Inc. (“Licensor”), a Nevada corporation, whose principal office is located at 6911 Pilliod Road, Holland, Ohio 43528, and Maclath Ltda. (“Licensee”), a Costa Rica corporation, whose principal office is located Edificio Colon, Paseo Colon, Piso 8, Oficina 8-4, San José, Costa Rica. Licensor and Licensee are sometimes referred to individually as a “Party” or collectively as the “the Parties.”

Wellstar International, Inc. – WELLSTAR INTERNATIOANL, INC. 2008 AMENDED COMPENSATION PLAN (October 2nd, 2008)

This Wellstar International, Inc. 2008 AMENDED COMPENSATION PLAN (the "Plan") is designed to retain non-executive employees, consultants, and advisors (“Participants) and reward them for making major contributions to the success of the Company.  These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

Wellstar International, Inc. – WELLSTAR INTERNATIOANL, INC. 2008 COMPENSATION PLAN (August 8th, 2008)

This Wellstar International, Inc. 2008 COMPENSATION PLAN (the "Plan") is designed to retain non-executive employees, consultants, and advisors (“Participants) and reward them for making major contributions to the success of the Company.  These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

Wellstar International, Inc. – REGISTRATION RIGHTS AGREEMENT (May 6th, 2008)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Wellstar International Inc., a Nevada corporation with its headquarters located at 6911 Pilliod Road, Holland, OH 43528 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

Wellstar International, Inc. – SECURITIES PURCHASE AGREEMENT (May 6th, 2008)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Wellstar International Inc., a Nevada corporation, with headquarters located at 6911 Pilliod Road, Holland, OH 43528  (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Wellstar International, Inc. – INTELLECTUAL PROPERTY SECURITY AGREEMENT (May 6th, 2008)

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Wellstar International Inc., a Nevada corporation (“Parent”), Trillennium Medical Imaging, Inc., an Ohio corporation (collectively the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Wellstar International, Inc. – SECURITY AGREEMENT (May 6th, 2008)

SECURITY AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Wellstar International Inc., a Nevada corporation (“Parent”), Trillennium Medical Imaging, Inc., an Ohio corporation (collectively the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Wellstar International, Inc. – CALLABLE SECURED CONVERTIBLE NOTE (May 6th, 2008)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.  The obligations of the Borrower under this Note shall be secured by that certain Security Agreement and that certain Intellectual Property Security Agreement, each dated April 22, 2008 by and between the Borrower and the Holder.

Wellstar International, Inc. – Contract (May 6th, 2008)

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 22, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

Wellstar International, Inc. – WELLSTAR INTERNATIOANL, INC. 2007 COMPENSATION PLAN (August 6th, 2007)

This Wellstar International, Inc. 2007 COMPENSATION PLAN (the "Plan") is designed to retain non-executive employees, consultants, and advisors (“Participants) and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

Wellstar International, Inc. – LIMITED TECHNOLOGY LICENSE AGREEMENT (July 12th, 2007)

This Limited Technology License Agreement (“Agreement”) is made and entered into this 9th day of July, 2007 (the “Effective Date”), by and between Trillennium Medical Imaging, Inc. (“Licensor”), a Nevada corporation, whose principal office is located at 6911 Pilliod Road, Holland, Ohio 43528, and Maclath Ltda. (“Licensee”), a Costa Rica corporation, whose principal office is located Edificio Colon, Paseo Colon, Piso 8, Oficina 8-4, San José, Costa Rica. Licensor and Licensee are sometimes referred to individually as a “Party” or collectively as the “the Parties.”

Wellstar International, Inc. – REGISTRATION RIGHTS AGREEMENT (December 6th, 2006)
Wellstar International, Inc. – SECURITIES PURCHASE AGREEMENT (December 6th, 2006)
Wellstar International, Inc. – CALLABLE SECURED CONVERTIBLE NOTE (December 6th, 2006)
Wellstar International, Inc. – INTELLECTUAL PROPERTY SECURITY AGREEMENT (December 6th, 2006)
Wellstar International, Inc. – SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 30, 2006, (December 6th, 2006)
Wellstar International, Inc. – SECURITY AGREEMENT (December 6th, 2006)
Wellstar International, Inc. – SECOND ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTE (November 24th, 2006)
Wellstar International, Inc. – MARKETING AGREEMENT (November 13th, 2006)
Wellstar International, Inc. – COMMERCIAL COGNOVIT PROMISSORY NOTE (November 13th, 2006)