SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2006, by and among COBALIS CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
SECURITY AGREEMENTSecurity Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 20, 2006, by and between COBALIS CORPORATION, a Nevada corporation with its principal place of business located at 2445 McCabe Way, Suite 150, Irvine, CA 92614 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS December 20, 2006Irrevocable Transfer Agent Instructions • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations
This letter shall serve as our irrevocable authorization and direction to The Nevada Agency and Trust Company (the “Transfer Agent”) to do the following:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2006, by and among COBALIS CORPORATION, a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations • New Jersey
PLEDGE AND ESCROW AGREEMENT (the “Agreement”) dated December 20, 2006, made by each of the undersigned (each a “Pledgor”, and collectively, the “Pledgors”), in favor of CORNELL CAPITAL PARTNERS, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").
LOCK UP AGREEMENTLock Up Agreement • December 27th, 2006 • Cobalis Corp • Pharmaceutical preparations
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 a
