CONVERSION AGREEMENT
Exhibit
4.14
This
Agreement executed on March
28, 2006
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:
Pursuant
to the Consulting Agreement entered into between the Consultant and the Company
on November 8, 2005, the Consultant has rendered clinical trials medical
advisory services to the Company. The
Parties hereby agree to convert $12,500 (twelve thousand five hundred dollars),
the full amount of the five-month compensation, From November 8, 2005 to April
8, 2006, into 8,333 (eight thousand three hundred thirty-three) fully-paid
and
non-assessable free trading shares,
at the
conversion rate of $1.50 per share, upon the execution of this Agreement.
Furthermore,
the Parties agree to convert
$17,500 (seventeen thousand five hundred dollars) of Consultant’s fees for his
future services to the Company, from April 8, 2006 to November 8, 2006, into
11,667 (eleven thousand six hundred sixty-seven) fully-paid and non-assessable
free trading shares,
at the
conversion rate of $1.50 per share, upon the execution of this Agreement.
The
Company shall immediately issue an 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/ Xxxxxx X. Xxxxxxxxx, MD | ||
Xxxxxxx Xxxxxxxx
President/CEO
|
Xxxxxx X. Xxxxxxxxx, MD |