ACCORD AND SATISFACTION AGREEMENT

 

 

 

1. Consideration. As consideration for the complete and full discharge of the Promissory Notes and all amounts owed under the Consulting Agreement and subject in all instances to each of the terms, conditions, provisions and limitations specified in this Agreement, Obligor will deliver or cause to be delivered on or before that date which is 10 days following the filing of articles of amendment to the Obligor’s Articles of Incorporation with the Secretary of State of Nevada, effecting an increase in the Obligor’s authorized common stock to 100,000,000 shares, subject to the covenants, terms and conditions contained herein, restricted shares of Obligor’s $.001 par value common stock at the rate of $1.30 per share per dollar owed, including any and all interest owing to Obligees (the “Consideration”).

The Parties agree that the Consideration shall be issued as follows;

Obligee	Principal Amount	Accrued Interest through 6/30/06	Total Owed as of 6/30/06	Conversion Rate	Number of shares
Radul Radovich, an individual	$956,611	$127,509	$1,084,120	$1.30	833,938
St. Petka Trust	$1,585,500	$211,335	$1,796,835	$1.30	1,382,180
R and R Holdings	$471,507	$62,848	$534,355	$1.30	411,042
Silver Mountain Promotions, Inc.	$922,103	$122,909	$ 1,045,012	$1.30	803,855
R R Development	$170,000	$51,838	$ 221,838	$1.30	170,644
Total	$4,105,721	$576,440	$4,682,161		3,601,662

 

Obligee	Consulting Fees Owed	Conversion Rate	Number of shares
Radul Radovich, an individual	$512,392	$1.30	394,147

2.1  Release of Obligor. Obligees, on behalf of themselves, their agents, relatives, associates, representatives, employees, attorneys, joint venturers, general and limited partners, predecessors, affiliates, heirs, successors and assigns, and all persons acting by, through, under or in concert with any of them, hereby irrevocably and forever releases, acquits and discharges the Obligor and its agents, officers, directors, shareholders, employees, attorneys, joint venturers, general and limited partners, successors, predecessors, parent and subsidiary corporations, affiliates, attorneys, accountants, representatives, contractors, and assigns and all persons acting by, through, under or in concert with any of them, and the assets, properties, rights, interests, choses-in-action, goodwill and other properties, tangible and intangible, of Obligor, from any and all claims, charges, complaints, injuries, liabilities, obligations, losses, debts, suits, demands, grievances, costs, expenses (including, but not limited to, attorneys' fees, receiver fees, accountant fees, and other professional and expert fees) rights, actions and causes of action, of any nature or manner whatsoever, known and unknown, suspected and unsuspected, contingent or fixed, liquidated or unliquidated, past, present or future, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any tort, or any federal, state or other governmental statute, regulation, law or ordinance from the beginning of time to the date of execution of this Agreement, which Obligees may have as to Obligor, Obligor’s assets, properties, rights, interests, choses-in-action, goodwill and other properties, tangible and intangible, and as to Obligor's agents, officers, directors, shareholders, employees, joint venturers, affiliates, general and limited partners, predecessors, parent and subsidiary corporations, accountants, attorneys, contractors, representatives, successors and assigns and all persons acting by, through, under or in concert with any of them.

2.2 Exceptions. The only exceptions to the releases specified in this Agreement are the obligations created and evidenced by the terms, conditions and provisions of this Agreement, as specified expressly in this Agreement.

 

2.3 Assumption of Risk. It is understood that there is a risk that, subsequent to the execution and delivery of this Agreement, losses, damages or injuries might be incurred which are unknown or unanticipated, for whatever reason, at the time of the execution and delivery of this Agreement. It is none the less specifically agreed that the releases specified in this Agreement are fully and completely effective regardless of any present lack of knowledge on the part of any party as to any claims, charges, complaints, liabilities, obligations, debts, suits, demands, grievances, losses, damages, injuries, costs, expenses, rights, actions or causes of action, or as to any possible fact or circumstance relating in any manner to the matters for which the releases specified in this Agreement are made. Obligees voluntarily, intentionally and expressly waive the benefits and provisions of Section 1542 of the Civil Code of the State of California, and any similar law of any state or territory of the United States of America or other jurisdiction. Specifically, that Section 1542 specifies as follows:

3. Governmental Rules and Regulations. The provisions of this Agreement are subject to any and all present and future orders, rules and regulations of any duly constituted authority having jurisdiction over the transaction contemplated by the provisions of this Agreement.

4. Notices. All notices, requests, claims, demands and other communications to be given pursuant to the provisions hereof by any party to this Agreement to any other party to this Agreement may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed communicated as of one business day after mailing. Mailed notices shall be addressed as set forth below; provided, however, each party to this Agreement may change its address by written notice in accordance with the provisions of this paragraph:

 

5. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties to this Agreement with respect to the subject matter hereof and contains all the covenants and agreements between said parties with respect thereto, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement, statement, or promise concerning the subject matter set forth in this Agreement shall be of no force or effect except in a subsequent modification in writing signed by the party to be charged.

6. Severability. In the event any part of this Agreement, for any reason, is declared to be invalid, such decision shall not affect the validity of any remaining portion of this Agreement, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties to this Agreement that they would have executed the remaining portion of this Agreement without including any such part, parts, or portion which, for any reason, may be hereafter declared invalid.

7. Captions and Interpretations. Captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in those captions shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the terms, conditions and provisions of this Agreement. The language and all parts to this Agreement, in all cases, shall be construed in accordance with the fair meaning of that language and those parts and as if that language and those parts were prepared by all parties and not strictly for or against any party. Each party and counsel for such party have reviewed this Agreement and participated in the negotiation and drafting of this Agreement. The rule of construction, which requires a court to resolve any ambiguities against the drafting party, shall not apply in interpreting the provisions of this Agreement.

 

8. Further Assurance. Each party to this Agreement hereby agrees to take any and all action necessary or appropriate to execute and discharge its responsibilities and obligations created pursuant to the provisions of this Agreement and to further effectuate and carry out the intents and purposes of this Agreement and the transactions contemplated hereby.

9. Number and Gender. Whenever the singular number is used in this Agreement, and when required by the context, the same shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders, and vice versa; and the word "person" shall include individual, company, sole proprietorship, corporation, joint venture, association, joint stock company, fraternal order, cooperative, league, club, society, organization, trust, estate, governmental agency, political subdivision or authority, firm, municipality, congregation, partnership, or other form of entity.

10. Execution in Counterparts. This Agreement may be executed in several counterparts and, when so executed, it shall constitute one agreement binding all parties to this Agreement, notwithstanding that all parties to this Agreement are not signatory to the original and same counterpart. Facsimile signatures shall be as valid as original signatures for purposes of executing this Agreement.

11. Successors and Assigns. This Agreement and each of its provisions shall obligate the heirs, executors, administrators, successors, and assigns of each of the parties hereto. No provisions of this paragraph, however, shall be a consent to the assignment or delegation by any party to this Agreement of its respective rights and obligations created pursuant to the provisions of this agreement.

IN WITNESS WHEREOF, the parties to this Accord and Satisfaction Agreement have executed in duplicate this Agreement as of the date first above written.

 

		/s/ Chaslav Radovich     Power of Attorney for R R
		Radul Radovich on behalf of each and all Obligees

	Cobalis Corp., a Nevada corporation, as Obligor
	By:	/s/ Gerald Yakatan
		Gerald Yakatan, Chief Executive Officer

	By:	/s/ Thomas Stankovich
		Thomas Stankovich, Chief Financial Officer