SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of October 31, 2005, by and among Wellstar International Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees...Security Agreement • December 13th, 2005 • Wellstar International, Inc. • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2010 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
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 NOVEMBER 30, 2006,...Wellstar International, Inc. • December 6th, 2006 • X-ray apparatus & tubes & related irradiation apparatus • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 30, 2006, by and among Wellstar International Inc., a Nevada corporation with its headquarters located at 6911 Pilliod Road, Holland, OH 43528 (the...Registration Rights Agreement • December 6th, 2006 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 30, 2006, by and among Wellstar International Inc., a Nevada corporation, with headquarters located at 6911 Pilliod Road, Holland, OH 43528 (the...Securities Purchase Agreement • December 6th, 2006 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
TERM LOAN AGREEMENT ------------------- THIS AGREEMENT is made by and between the Company (as herein defined) and the Lender (as herein defined). In consideration of the covenants and agreements contained herein, the Company and the Lender hereby...Term Loan Agreement • December 13th, 2005 • Wellstar International, Inc. • Ohio
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of November 30, 2006, by and among Wellstar International Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees...Security Agreement • December 6th, 2006 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of November 30, 2006, by and among Wellstar International Inc., a Nevada corporation (the "Company"), and the secured parties signatory hereto...Intellectual Property Security Agreement • December 6th, 2006 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
MARKETING AGREEMENT THIS MARKETING AGREEMENT ("Agreement") is entered into effective as of the (21) day of February 2006, by and between Trillennium Medical Imaging, Inc. a wholly owned subsidiary of Wellstar International, Inc., a Nevada Corporation...Marketing Agreement • November 13th, 2006 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Ohio
ContractWellstar International, Inc. • May 6th, 2008 • X-ray apparatus & tubes & related irradiation apparatus • New York
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
SECURITY AGREEMENTSecurity Agreement • May 27th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
ARTICLE IEmployment Agreement • December 13th, 2005 • Wellstar International, Inc. • Ohio
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 27th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
MASTER LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered into effective as of the 5th day of October 2005, by and between Trillenium Medical Imaging, Inc. a wholly owned subsidiary of Wellstar International, Inc. ("Licensor") and...Master License Agreement • December 13th, 2005 • Wellstar International, Inc. • Ohio
TECHNICAL SERVICES AGREEMENTTechnical Services Agreement • December 13th, 2005 • Wellstar International, Inc.
RECITALS:Definitive Agreement • February 1st, 2006 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2008 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
CONVERSION AGREEMENTConversion Agreement • January 26th, 2010 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus
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”).
CONVERSION AGREEMENTConversion Agreement • August 19th, 2010 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus
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”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • May 27th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
LIMITED TECHNOLOGY LICENSE AGREEMENTLimited Technology License Agreement • March 19th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Ohio
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.”
ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTEWellstar International, Inc. • November 13th, 2006 • X-ray apparatus & tubes & related irradiation apparatus
SECOND ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTE SECOND ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTEWellstar International, Inc. • November 24th, 2006 • X-ray apparatus & tubes & related irradiation apparatus
CONVERSION AGREEMENTConversion Agreement • October 5th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus
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”).
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 OCTOBER 31, 2005,...Wellstar International, Inc. • December 13th, 2005 • New York
Maclath LTDA Mr. Curt Platt Managing Director Edificio Colon, Paseo Colon Piso 8, Oficina 8-4 San Jose, Costa Rica Via DILL: 827 9020 691 Re.: NOTICE OF DEFAULTWellstar International, Inc. • March 19th, 2009 • X-ray apparatus & tubes & related irradiation apparatus
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,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2009 • Wellstar International, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
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”).
