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
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”).
WHEREAS, the Company owes Employee wages in
arrears representing the pay period for a total of Three Hundred
and Eighty Eight Thousand Eight Hundred Dollars ($388,800.00) (the
“Wages”); and
WHEREAS, the Company and the Employee wish to
convert Fifty Thousand Dollars ($50,000) of the Wages (the
“Conversion Wages”) into Series B Preferred Stock, par
value $0.001 per share
( “Preferred Stock”) , of the
Company;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which the parties
hereby acknowledge the parties agree as follows:
1.
Conversion Wages . The Company and Employee hereby agree
that Conversion Wages shall convert into 50,000 shares of Preferred
Stock (“Conversion Shares”) to Employee.
2.
Closing . At the Closing, the Company shall deliver the
Conversion Shares to Employee.
3.
Further Assurances . In connection with the Conversion
Wages, the Employee, by entering into this Conversion Agreement,
agrees to execute all agreements and other documents as reasonably
requested by the Company.
4.
Investor Representations and Warranties and Covenants . The
Employee represents, warrants and covenants to the Company as
follows:
a. No Registration . Such
Employee understands that the Conversion Shares have not been, and
will not be, registered under the Securities Act of 1933, as
amended (the “ Securities Act” ) by reason of a
specific exemption from the registration provisions of the
Securities Act, the availability of which depends upon, among other
things, the bona fide nature of the investment intent and the
accuracy of such Employee’s representations as expressed
herein or otherwise made pursuant hereto.
b. Investment Intent . Such
Employee is acquiring the Conversion Shares for investment for his
own account, not as a nominee or agent, and not with the view to,
or for resale in connection with, any distribution thereof, and
such Employee has no present intention of selling, granting any
participation in, or otherwise distributing the same. Such Employee
further represents that it will not violate the Securities Act and
does not have any contract, undertaking, agreement or arrangement
with any person or entity to sell, transfer or grant participation
to such person or entity or to any third person or entity with
respect to the Conversion Shares.
c. Investment Experience .
Such Employee has substantial experience in evaluating and
investing in private placement transactions of securities in
companies similar to the Company and acknowledges that such
Employee can protect its own interests. Such Employee has such
knowledge and experience in financial and business matters so that
such Employee is capable of evaluating the merits and risks of its
investment in the Company.
d. Speculative Nature of
Investment . Such Employee understands and acknowledges that
the Company has a limited financial and operating history
and that an investment in the
Company is highly speculative and involves substantial risks. Such
Employee can bear the economic risk of such Employee’s
investment and is abl
