CONVERSION AGREEMENT
Exhibit
4.7
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 Xxxxxxxxx
X. Xxxxxxxxx (the “Consultant”),
with a
principal place of business located at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0000,
Xxxxx 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 litigation legal services to the Company continuously
since June 2006, with a balance due of $22,461 (twenty-two thousand four hundred
sixty-one) as of March 1, 2007.
The
Parties hereby agree to convert the full amount due of $22,461 (twenty-two
thousand four hundred sixty-one) into 22,920 (twenty-two thousand nine hundred
twenty) 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 $27,538 (twenty-seven thousand five hundred
thirty-eight) of Consultant’s retainer fees for her future legal litigation
services to the Company into 28,101 (twenty-eight thousand one hundred 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, 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 (Xxxxxxxxx X. Xxxxxxxxx) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ | ||
|
Xxxxxxx Xxxxxxxx |
Xxxxxxxxx X. Xxxxxxxxx |
||
|
President
|
1
