CONVERSION AGREEMENT
Exhibit
4.13
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 0000 XxXxxx Xxx, Xxxxx 000, Xxxxxx XX 00000 and Xxxxx
X. Xxxxx (the “Consultant”),
with a
principal place of business located at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0000,
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
Parties agree to convert $10,000 (ten thousand) of Consultant’s retainer fees
for her future legal litigation related services to the Company into 10,204
(ten
thousand two hundred four) 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 (Xxxxx X. Xxxxx) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ | ||
|
Xxxxxxx Xxxxxxxx |
Xxxxx X. Xxxxx |
||
| President |
1
