Exhibit 10.22.1
CONVERSION AGREEMENT
WHEREAS, OxySure Systems, Inc. (“OxySure”) and SINACOLA COMMERCIAL PROPERTIES, LTD. (“Sinacola”) (OxySure and Sinacola jointly, the “Parties”) entered into that certain Rent Satisfaction Agreement (“Agreement”) dated December10, 2009; and
WHEREAS, OxySure has issued Sinacola two convertible promissory notes pursuant to the Agreement, with a face value totaling $251,407; and
WHEREAS, the two convertible promissory notes comprise a convertible promissory note in the amount of $125,000 (the “First Landlord Note”) and a second convertible promissory note in the amount of $126,407 (the “Second Landlord Note”); and
WHEREAS, the First Landlord Note and the Second Landlord Note each had maturity dates of June 30, 2012; and
WHEREAS, the First Landlord Note is convertible into the common stock of OxySure at a conversion price of $1.00 per share, and the Second Landlord Note is convertible into the common stock of OxySure at a conversion price of $1.50 per share.
NOW, WHEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
(1) | Sinacola agrees to convert the First Landlord Note and the Second Landlord Note at their stated conversion prices. Pursuant to this provision, OxySure will issue Sinacola, or any of its designated affiliates 209,271 restricted shares of the common stock of OxySure. |
(2) | Further, OxySure will issue Sinacola, or any of its designated affiliates a one-time issuance of 21,819 restricted shares of the common stock of OxySure. |
Agreed to and accepted:
SINACOLA COMMERCIAL PROPERTIES, LTD., | OXYSURE SYSTEMS, INC. | ||||
a Texas limited partnership | |||||
By: FRISCO INDUSTRIAL, INC., a Texas corporation, its general partner | |||||
By: | /s/ Michael A. Sinacola | By: | /s/ Julian T. Ross | ||
Michael A. Sinacola, President | Julian Ross, CEO | ||||
Date: | March 30, 2012 | Date: | May 3, 2012 |