EXHIBIT 10.1
NOTE CONVERSION AGREEMENT
This Note Conversion Agreement (the "Agreement") is made as of November 15,
2010, among American Telstar, Inc., a Colorado corporation (the "Company"), and
Xxxx Xxxxx (the "Director").
RECITALS
A. The Director is the sole officer, sole director and majority shareholder
of the Company;
B. Since May 26, 2010 when the Director acquired a majority interest in the
Company and was elected as officer and director through October 31, 2010, the
Director has loaned funds to the Company (the "Loans") to fund Company expenses
in the aggregate amount of Thirty Thousand One Hundred Forty and no/100 Dollars
($30,140.00).
C. The loans were non-interest bearing with no stated maturity date.
D. The Company and the Director have agreed that the Company should repay
the Loans by means of conversion of the debt into equity of the Company pursuant
to the terms of this Agreement.
AGREEMENTS
Therefore, for good and valuable consideration including the accepted
conversion of the Note by all parties, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. The Company is a corporation duly organized and existing under, and by
virtue of, the laws of the State of Colorado and is in good standing
under such laws. The Company has requisite corporate power and
authority to own and operate its properties and assets, and to carry
on its business as presently conducted and as proposed to be
conducted.
2. The Company has all requisite legal and corporate power and authority
to execute and deliver this agreement, and to issue shares of common
stock of the Company (the "Common Stock") upon conversion of the
amounts due under the Loans and to carry out and perform its
obligations under the terms of this Agreement.
3. The authorized capital stock of the Company consists of 540,000,000
shares of capital stock consisting of 500,000,000 shares of common
stock, par value $0.0001 per share, of which 650,225 shares are issued
and outstanding, and 40,000,000 shares of "blank check" preferred
stock, par value $0.10 per share, no shares of which are outstanding.
The outstanding shares have been duly authorized and validly issued,
and are fully paid and nonassessable. As of the date hereof there are
no options, warrants or other rights to purchase any of the Company's
authorized and unissued capital stock.
4. All corporate action on the part of the Company, its directors and
shareholders necessary for the authorization, execution, delivery and
performance of this Agreement by the Company, the authorization,
issuance and delivery of the Shares (as defined below) and the
performance of all of the Company's obligations hereunder has been
taken or will be taken concurrent herewith. This Agreement, when
executed and delivered by the Company, shall constitute a valid and
binding obligation of the Company, enforceable in accordance with its
terms. The Shares, when issued in compliance with the provisions of
this Agreement, will be validly issued, fully paid and nonassessable.
The Shares will be subject to restrictions on transfer under state
and/or federal securities laws.
5. Upon execution of this Agreement, the Company shall cause to be issued
Three Million Fourteen Thousand (3,014,000) shares of Company Common
Stock (the "Shares") in conversion of the Loans by Director to the
Company, representing a price of $0.01 per share, and, upon such
issuance of Share, the Director and the Company agree that the Company
shall have no further obligations to Director in connection with the
Loans, and the Director accepts the Shares in complete fulfillment of
the Company's obligations under the Loans.
6. This Agreement shall be governed in all respects by the internal laws
of the State of Colorado.
7. Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.
8. This Agreement may be executed in one or more counterparts and by
transmission of a facsimile or digital image containing the signature
of an authorized person, each of which shall be deemed and accepted as
an original, and all of which together shall constitute a single
instrument. Each party represents and warrants that the person
executing on behalf of such party has been duly authorized to execute
this Agreement.
9. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and
effect without said provision.
The foregoing Agreement is hereby executed as of the date first above
written.
COMPANY DIRECTOR
American Telstar, Inc.
By: /s/ Xxxx Xxxxx /s/ Xxxx Xxxxx
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Xxxx Xxxxx Xxxx Xxxxx
President and Chief Executive Officer
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