CONVERSION AGREEMENT
Exhibit
4.3
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 Xxxx
Xxxxx
(the
“Consultant”), with an address at 0 Xxxxxxxxx, Xxxxxx, 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 the IT (information technology) services to the Company
continuously from July 1, 2006 to February 28, 2007 and has rendered 8 (eight)
invoices (#241-248) to the Company with a balance due of $11,365 (eleven
thousand three hundred sixty-five) as of March 1, 2007.
The
Parties hereby agree to convert $8,865 (eight thousand eight hundred
sixty-five), into 9,046 (nine thousand 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 $2,850 (two thousand eight hundred fifty) of
Consultant’s fees for his future services to the Company (March-May 2007) into
2,908 (two thousand nine hundred eight) 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 (Xxxx Xxxxx) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ | ||
|
Xxxxxxx Xxxxxxxx |
Xxxx Xxxxx |
||
|
President
|
1
