CONVERSION AGREEMENT
Exhibit
4.5
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 Xxxxxx
Xxxxxxx (the “Consultant”),
with a
principal place of business located at 000 Xxxxx Xxxx., 00xx
Xxxxx,
Xxxxx Xxxx, 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 litigation legal services to the Company continuously
since December 2006, and submitted to the Company two invoices (#1553 and 1582)
with a balance due of $31,698 (thirty-one thousand six hundred ninety-eight)
as
of March 12, 2007.
The
Parties hereby agree to convert the full amount due of $31,698 (thirty-one
thousand six hundred ninety-eight) into 32,346 (thirty-two thousand three
hundred forty-six) 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, 2007)
per share, upon the execution of this Agreement.
Furthermore,
the Parties agree to convert $30,000 (thirty thousand) of Consultant’s retainer
fees for his future legal litigation services to the Company into 30,612 (thirty
thousand six hundred twelve) 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, 2007) per share, upon the execution of this Agreement and submission of
applicable invoice(s) for the actual subsequent services.
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 (Xxxxxx Xxxxxxx) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ | ||
|
Xxxxxxx Xxxxxxxx
|
Xxxxxx Xxxxxxx |
||
| President |
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