Exhibit B to Purchase Agreement NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY...Common Stock Purchase Warrant • October 1st, 2003 • Biogentech Corp • Retail-apparel & accessory stores • Nevada
CONSULTING AGREEMENT This Consulting Agreement executed on the Ninth (9th) day of November, 2004 is made by and between Cobalis, Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150,...Consulting Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores • California
PURCHASE AGREEMENT ============================================================ ==================== dated as of September __, 2003 by and between BIOGENTECH CORP.Purchase Agreement • October 1st, 2003 • Biogentech Corp • Retail-apparel & accessory stores • Nevada
BACKGROUNDMerger Agreement • July 3rd, 2003 • Biogentech Corp • Retail-apparel & accessory stores • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2006, by and among COBALIS CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
Martin Marion 5 Redpath Row Montreal, QC H3G 1E5 514-979-6005Professional Services • April 29th, 2004 • Biogentech Corp • Retail-apparel & accessory stores • California
EXHIBIT C TO PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of September __, 2003 (this "Agreement"), by and between BIOGENTECH CORP., a Nevada corporation (the "Company"), and GRYPHON MASTER FUND, L.P.,...Registration Rights Agreement • October 1st, 2003 • Biogentech Corp • Retail-apparel & accessory stores • Nevada
SECURITY AGREEMENTSecurity Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 20, 2006, by and between COBALIS CORPORATION, a Nevada corporation with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine, CA 92614 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
CONSULTING AGREEMENT BETWEEN INDEPENDENT CONTRACTOR AND CLIENT WHEREAS, BioGentech, Incorporated, a Nevada Corporation (hereinafter called "CLIENT") intends to contract with William C. Hitchcock, E.A. (independent contractor - hereinafter called "IC")...Consulting Agreement • April 29th, 2004 • Biogentech Corp • Retail-apparel & accessory stores
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 14th, 2006 • Cobalis Corp • Pharmaceutical preparations • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 15th day of May, 2006, by and among COBALIS CORP. (the "Company"), and CHASLAV RADOVICH, an individual (the "Executive") (hereinafter collectively referred to as "the parties").
CONSULTING AGREEMENT This Consulting Agreement executed on and effective as of August 1, 2004 is made by and between Cobalis Corp., a Nevada corporation, with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine, CA 92614 (the...Consulting Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores • California
Consulting Agreement between Lyndon E. Mansfield, MD and Cobalis Corp.Consulting Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations • Nevada
CONVERSION AGREEMENTConversion Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on March 12, 2007 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DLZ Consulting, LLC (the “Consultant”), with a principal place of business located at 1132 North Venetial Drive, Miami, FL 33139.
CONVERSION AGREEMENTConversion Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on March 12, 2007 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Andrew Callari (the “Consultant”), with a principal place of business located at 600 Anton Blvd., 11th Floor, Costa Mesa, CA 92626.
CONVERSION AGREEMENT This Agreement executed on January 10, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DataMed...Conversion Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores
This Agreement executed on January 10, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DataMed Devices, LLC. (the "Consultant"), with an address at 22022 Apache Dr., Lake Forest, CA 92630.
CONVERSION AGREEMENTConversion Agreement • May 11th, 2006 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on April 14, 2006 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Catherine M. Rodriguez (the “Consultant”), with a principal place of business located at 1320 South Dixie Highway,Suite 1275, Coral Gables, FL 33146.
CONVERSION AGREEMENT This Agreement executed on January 4, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Kelly S. Johnson...Conversion Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores
This Agreement executed on January 4, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Kelly S. Johnson (the "Consultant"), with a business address at 180 Newport Center Dr., Suite 100, Newport Beach, CA 92660.
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS December 20, 2006Irrevocable Transfer Agent Instructions • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations
This letter shall serve as our irrevocable authorization and direction to The Nevada Agency and Trust Company (the “Transfer Agent”) to do the following:
CONVERSION AGREEMENT This Agreement executed on January 18, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DLZ Consulting,...Conversion Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores
This Agreement executed on January 18, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DLZ Consulting, LLC (the "Consultant"), with a principal place of business located at 1132 North Venetial Drive, Miami, FL 33139.
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT DATED NOVEMBER 30, 2005Executive Employment Agreement • November 20th, 2006 • Cobalis Corp • Pharmaceutical preparations
The following is an amendment (“Amendment No. 1”) to the Executive Employment Agreement ("Agreement") dated November 30, 2005, by and among Cobalis Corp., (“Company”) and Thomas Stankovich ("Executive"). All capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
CONVERSION AGREEMENTConversion Agreement • May 11th, 2006 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on March 28, 2006 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Andrew C. Callari (the “Consultant”), with a business address at 600 Anton Blvd., 11th Floor, Costa Mesa, CA 92626.
CONVERSION AGREEMENT This Agreement executed on November 1, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DLZ Consulting,...Conversion Agreement • November 25th, 2005 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on November 1, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and DLZ Consulting, LLC (the "Consultant"), with a principal place of business located at 1132 North Venetial Drive, Miami, FL 33139.
CONVERSION AGREEMENT This Agreement executed on November 1, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Catherine M....Conversion Agreement • November 25th, 2005 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on November 1, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Catherine M. Rodriguez (the "Consultant"), with a principal place of business located at 1320 South Dixie Highway,Suite 1275, Coral Gables, FL 33146.
CONSULTING AGREEMENTConsulting Agreement • March 22nd, 2007 • Cobalis Corp • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into in duplicate and shall be effective as of December 19, 2006 (“Effective Date”), by and between Cobalis Corp., a Nevada corporation ("Corporation"), and Kevin Pickard (“Consultant").
CONVERSION AGREEMENTConversion Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on March 28, 2007 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Lewis J. Levey (the “Consultant”), with a principal place of business located at 1320 South Dixie Highway, Suite 1275, Miami, FL 33146.
CONVERSION AGREEMENTConversion Agreement • May 11th, 2006 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on April 14, 2006 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Katherine T. Corrigan (the “Consultant”), with a business address at 5120 Campus Drive, Newport Beach, California 92660.
CONVERSION AGREEMENTConversion Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on March 12, 2007 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Marko Balac (the “Consultant”), with an address at 9 Lago Norte, Irvine, CA 92612.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2006, by and among COBALIS CORPORATION, a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
CONVERSION AGREEMENT This Agreement executed on January 3, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Aleksandar...Conversion Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores
This Agreement executed on January 3, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Aleksandar Mirkovic (the "Consultant"), with an address at 5052 Kron, Irvine, CA 92604.
CONVERSION AGREEMENT This Agreement executed on February 10, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Ryan Neely...Conversion Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores
This Agreement executed on February 10, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Ryan Neely (the "Consultant"), with an address at 1010 Calle Cordillera, Suite 106, San Clemente, CA 92673.
MUTUAL SETTLEMENT AGREEMENT AND RELEASE RE: CASE NO. 06CC03923 ORANGE COUNTY SUPERIOR COURTMutual Settlement Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations • California
This Mutual Settlement Agreement and Release (the “Agreement”) is entered into by and between MARINKO VEKOVIC an individual (“Vekovic”) and COBALIS CORPORATION, a Nevada Corporation (“Cobalis”). This Agreement is made in settlement of existing litigation between the parties, Orange County Superior Court Case No. 06CC03923 (the “Litigation”).
CONVERSION AGREEMENT This Agreement executed on January 4, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Marinko Vekovic...Conversion Agreement • February 18th, 2005 • Cobalis Corp • Retail-apparel & accessory stores
This Agreement executed on January 4, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Marinko Vekovic (the "Consultant"), with an address at 30 Palatine #407, Irvine, CA 92612.
CONVERSION AGREEMENTConversion Agreement • April 11th, 2007 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on March 12, 2007 is made by and between Cobalis Corp., a Nevada corporation (the “Company”) with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Mark Rumph (the “Consultant”), with an address at 8 Silkberry, Irvine, CA 92614.
CONVERSION AGREEMENT This Agreement executed on November 1, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Nenad...Conversion Agreement • November 25th, 2005 • Cobalis Corp • Pharmaceutical preparations
This Agreement executed on November 1, 2005 is made by and between Cobalis Corp., a Nevada corporation (the "Company") with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine CA 92614 and Nenad Bogdanovic (the "Consultant"), with an address at Sekspirova 2, 21000 Novi Sad, Serbia.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
PLEDGE AND ESCROW AGREEMENT (the “Agreement”) dated December 20, 2006, made by each of the undersigned (each a “Pledgor”, and collectively, the “Pledgors”), in favor of CORNELL CAPITAL PARTNERS, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").
