Irrevocable Transfer Agent Inst.

Exhibit 10.10





IRREVOCABLE TRANSFER AGENT INSTRUCTIONS







December 20, 2006







Nevada Agency and Trust Company
50 West Liberty Street, Suite #880
Reno, Nevada 89501



RE: COBALIS CORPORATION



Ladies and Gentlemen:





Reference is made to that certain Securities Purchase Agreement (the " Securities Purchase Agreement ") of even date herewith by and between Cobalis Corporation, a Nevada corporation (the " Company "), and the Buyers set forth on Schedule I attached thereto (collectively the " Buyers "). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, and the Buyers shall purchase from the Company a Secured Convertible Debenture in the amount of $2,500,000 (the "Closing Note"), a Secured Convertible Debenture in the amount of $675,000 (the "Filing Note"), and a Secured Convertible Debenture in the amount of $675,000 (the "Final Note"), (collectively, the " Debentures ") for a total aggregate principal amount of Three Million Eight Hundred Fifty Dollars ($3,850,000), plus accrued interest, which are convertible into shares of the Company's common stock, par value $.001 per share (the " Common Stock "), at the Buyers discretion. The Company has also issued to the Buyer warrants to purchase up to 6,640,602 shares of Common Stock, at the Buyer's discretion (the " Warrant "). These instructions relate to the following stock or proposed stock issuances or transfers:





1. Shares of Common Stock to be issued to the Buyers upon conversion of the Debentures (" Conversion Shares ") plus the shares of Common Stock to be issued to the Buyers upon conversion of accrued interest and liquidated damages into Common Stock (the " Interest Shares ").






2. Up to 6,640,602 shares of Common Stock to be issued to the Buyers upon exercise of the Warrants (the " Warrant Shares ").




This letter shall serve as our irrevocable authorization and direction to The Nevada Agency and Trust Company (the " Transfer Agent ") to do the following:





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1. Conversion Shares and Warrant Shares .






a. Instructions Applicable to Transfer Agent . With respect to the Conversion Shares, Warrant Shares and the Interest Shares, the Transfer Agent shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the Buyers from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Conversion Notice (the " Conversion Notice ") in the form attached as Exhibit A to the Debentures, or a properly completed and duly executed Exercise Notice (the " Exercise Notice ") in the form attached as Exhibit A to the Warrant, delivered to the Transfer Agent (and a copy to the Company) by the David Gonzalez, Esq. as escrow agent (the " Escrow Agent ") on behalf of the Company together with payment of Transfer Agent's transfer fee. Upon receipt of a Conversion Notice or an Exercise Notice, the Transfer Agent shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice or (ii) provided the Transfer Agent is then participating in The Depository Trust Company (" DTC ") Fast Automated Securities Transfer Program, upon the request of the Buyers, credit such aggregate number of shares of Common Stock to which the Buyers shall be entitled to the Buyer's or their designees' balance account with DTC through its Deposit Withdrawal At Custodian ( ? DWAC ") system provided the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof " Trading Day " shall mean any day on which the Nasdaq Market is open for customary trading.






b. The Company hereby confirms to the Transfer Agent and the Buyer that certificates representing the Conversion Shares and the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit I attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit II attached hereto, and that if the Conversion Shares, Warrant Shares and the Interest Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Conversion Shares, Warrant Shares and Interest Shares shall bear the following legend:






"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."





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c. In the event that counsel to the Company fails or refuses to render an opinion as required by the terms of the Convertible Debenture or the Warrant to issue the Conversion Shares or the Warrant Shares in accordance with the preceding paragraph (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyer to render such opinion. The Transfer Agent shall accept and be entitled to rely on such opinion for the purposes of issuing the Conversion Shares.






d. Instructions Applicable to Escrow Agent . Upon the Escrow Agent's receipt of a properly completed Conversion Notice or Exercise Notice and the Aggregate Exercise Price (as defined in the Warrant), the Escrow Agent shall, within one (1) Trading Day thereafter, send to the Transfer Agent the Conversion Notice or Exercise Notice as the case may be, which shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Notice or Exercise Notice in accordance with the terms of these instruct ...