CONVERSION AGREEMENT
Exhibit
4.9
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 0000 XxXxxx Xxx, Xxxxx 000, Xxxxxx XX 00000 and DLZ
Consulting, LLC (the “Consultant”),
with a
principal place of business located at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx, XX
00000.
NOW
THEREFORE, in consideration of the foregoing recitals and the covenants and
obligations set forth below and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the Parties agree
as
follows:
Consulting
Fees Conversion:
The
Consultant has rendered general corporate and litigation legal services to
the
Company continuously from August 1, 2004 to February 28, 2007 pursuant to the
consulting agreement signed on August 5, 2004, with a balance due of $189,945
(one hundred eighty-nine thousand and nine hundred forty-five) as of March
1,
2007.
The
Parties hereby agree to convert the full amount due of $189,945 (one hundred
eighty-nine thousand and nine hundred forty-five) into 193,821 (one hundred
ninety-three thousand and eight hundred twenty-one) fully-paid and
non-assessable free trading shares, at the conversion rate of $0.98 (closing
price of the Company’s stock on March 9, 207) per share, upon the execution of
this Agreement.
The
Company agrees to take immediate steps to file S-8 registration with the
Securities and Exchange Commission in order to fulfill its obligation to the
Consultant.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
| The Company (Cobalis, Corp.) | The Consultant (DLZ Consulting, LLC) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ | ||
|
Xxxxxxx Xxxxxxxx |
Xxxxx Xxxxxx |
||
|
President
|
1
