CONVERSION AGREEMENT
Exhibit
4.11
This
Agreement executed on March
27, 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
X. Xxxxxxxxx, MD (the
“Consultant”), with an address at 000 Xxxxxx Xxxxxx, Xx 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 clinical trials medical advisory services to the
Company
continuously from November 2006 to March 2007 (five months), with a balance
due
of $12,500 (twelve thousand five hundred) as of March 31, 2007.
The
Parties hereby agree to convert the full amount due of $12,500 (twelve thousand
five hundred) into 12,755 (twelve thousand seven hundred fifty-five) 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(Xxxxxx X. Xxxxxxxxx, MD) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ | ||
|
Xxxxxxx Xxxxxxxx |
Xxxxxx X. Xxxxxxxxx, MD |
||
| President |
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