LOCK UP AGREEMENT
Exhibit 10.11
The
undersigned hereby agrees that for a period commencing on December 20, 2006
and
expiring on the date thirty (30) days after the date that all amounts owed
to
Cornell Capital Partners, LP (the “Buyer”),
under
the Secured Convertible Debentures issued to the Buyer pursuant to the
Securities Purchase Agreement between Cobalis Corporation (the “Company”)
and
the Buyer dated December 20, 2006 have been paid (the “Lock-up
Period”),
he,
she or it will not, directly or indirectly, without the prior written consent
of
the Buyer, issue, offer, agree or offer to sell, sell, grant an option for
the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of any securities of the Company, including common
stock or options, rights, warrants or other securities underlying, convertible
into, exchangeable or exercisable for or evidencing any right to purchase or
subscribe for any common stock (whether or not beneficially owned by the
undersigned), or any beneficial interest therein (collectively, the
“Securities”)
except
in accordance with the volume limitations set forth in Rule 144(e) of the
General Rules and Regulations under the Securities Act of 1933, as
amended.
In
order
to enable the aforesaid covenants to be enforced, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of the Company’s securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned, and the undersigned hereby confirms the undersigned’s investment in
the Company.
Dated:
_______________, 2006
Signature
Name:
____________________________________
Address:__________________________________
City,
State, Zip Code:_________________________
_________________________________________
Print
Social Security Number
or
Taxpayer I.D. Number
