exhib4-5.htm


    
      

      

    

    EXHIBIT
      4.5
 

    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
      THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      Purchase _________ Shares of Common Stock of

     

    MANAS
      PETROLEUM CORPORATION

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
      that, for value received, ____________ (the “Holder”), is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date hereof (the
      “Exercise
      Date”) and on or prior to the close of business on the second anniversary
      of the Exercise Date (the “Termination Date”)
      but not thereafter, to subscribe for and purchase from Manas Petroleum
      Corporation, a Nevada corporation (the “Company”), in the
      aggregate, up to _________ shares (the “Warrant Shares”) of
      Common Stock, $.001 par value per share, of the Company (the “Common
      Stock”).  The purchase price of one share of Common Stock under
      this Warrant shall be equal to the Exercise Price, as defined in Section
      2(b).

     

    Section
      1.                                Definitions.  Capitalized
      terms used and not otherwise defined herein shall have the meanings set forth
      in
      that certain Securities Purchase Agreement (the “Purchase Agreement”),
      dated December July 31, 2007, among the Company and the purchasers signatory
      thereto.

     

    Section
      2.                                Exercise.

     

    a) Exercise
      of
      Warrant.  Exercise of the purchase rights represented by this
      Warrant may be made, in whole or in part, at any time or times on or after
      the
      Exercise Date and on or before the Termination Date by delivery to the Company
      of a duly executed facsimile copy of the Notice of Exercise Form
      annexed  hereto (or such other office or agency of the Company as it
      may designate by notice in writing to the registered Holder at the address
      of
      such Holder appearing on the books of the Company); provided, however,
      within 5
      Trading Days of the date said Notice of Exercise is delivered to the Company,
      if
      this Warrant is exercised in full, the Holder shall have surrendered this
      Warrant to the Company and the Company shall have received  payment of
      the aggregate Exercise Price of the shares thereby purchased by wire transfer
      or
      cashier’s check drawn on a United States bank.  Notwithstanding
      anything herein to the contrary, the Holder shall not be required to physically
      surrender this Warrant to the Company until the Holder has purchased all of
      the
      Warrant Shares available hereunder and the Warrant has been exercised in
      full.  Partial exercises of this Warrant resulting in purchases of a
      portion of the total number of Warrant Shares available hereunder shall have
      the
      effect of lowering the outstanding number of Warrant Shares purchasable
      hereunder in an amount equal to the applicable number of Warrant Shares
      purchased.  The Holder and the Company shall maintain records showing
      the number of Warrant Shares purchased and the date of such
      purchases.  The Company shall deliver any objection to any Notice of
      Exercise Form within 1 Business Day of receipt of such notice.  In the
      event of any dispute or discrepancy, the records of the Holder shall be
      controlling and determinative in the absence of manifest error. The Holder
      and
      any assignee, by acceptance of this Warrant, acknowledge and agree that, by
      reason of the provisions of this paragraph, following the purchase of a portion
      of the Warrant Shares hereunder, the number of Warrant Shares available for
      purchase hereunder at any given time may be less than the amount stated on
      the
      face hereof.

     

    b) Exercise
      Price.  The exercise price of the Common Stock under this
      Warrant shall be $5.50, subject to adjustment hereunder (the “Exercise
      Price”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    c) Mechanics
      of
      Exercise.

     

    i. Authorization
      of Warrant
      Shares.  The Company covenants that all Warrant Shares which
      may be issued upon the exercise of the purchase rights represented by this
      Warrant will, upon exercise of the purchase rights represented by this Warrant,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges in respect of the issue thereof (other than taxes
      in respect of any transfer occurring contemporaneously with such
      issue).

     

    ii. Delivery
      of Certificates
      Upon Exercise.  Certificates for shares purchased hereunder
      shall be transmitted by the transfer agent of the Company to the Holder by
      crediting the account of the Holder’s prime broker with the Depository Trust
      Company through its Deposit Withdrawal Agent Commission (“DWAC”) system
      if the
      Company is a participant in such system, and otherwise by physical delivery
      to
      the address specified by the Holder in the Notice of Exercise within 3 Trading
      Days from the delivery to the Company of the Notice of Exercise Form, surrender
      of this Warrant (if required) and payment of the aggregate Exercise Price as
      set
      forth above (“Warrant
      Share Delivery Date”).  This Warrant shall be deemed to have
      been exercised on the date the Exercise Price is received by the
      Company.  The Warrant Shares shall be deemed to have been issued, and
      Holder or any other person so designated to be named therein shall be deemed
      to
      have become a holder of record of such shares for all purposes, as of the date
      the Warrant has been exercised by payment to the Company of the Exercise Price
      and all taxes required to be paid by the Holder, if any, pursuant to Section
      2(e)(vii) prior to the issuance of such shares, have been paid.

     

    iii. Delivery
      of New Warrants
      Upon Exercise.  If this Warrant shall have been exercised in
      part, the Company shall, at the request of a Holder and upon surrender of this
      Warrant certificate, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing the
      rights of Holder to purchase the unpurchased Warrant Shares called for by this
      Warrant, which new Warrant shall in all other respects be identical with this
      Warrant.

     

    iv. Rescission
      Rights.  If the Company fails to cause its transfer agent to
      transmit to the Holder a certificate or certificates representing the Warrant
      Shares pursuant to this Section 2(e)(iv) by the Warrant Share Delivery Date,
      then the Holder will have the right to rescind such exercise.

     

    v. No
      Fractional Shares or
      Scrip.  No fractional shares or scrip representing fractional
      shares shall be issued upon the exercise of this Warrant.  As to any
      fraction of a share which Holder would otherwise be entitled to purchase upon
      such exercise, the Company shall pay a cash adjustment in respect of such final
      fraction in an amount equal to such fraction multiplied by the Exercise
      Price.

     

    vi. Charges,
      Taxes and
      Expenses.  Issuance of certificates for Warrant Shares shall be
      made without charge to the Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all of which
      taxes and expenses shall be paid by the Company, and such certificates shall
      be
      issued in the name of the Holder or in such name or names as may be directed
      by
      the Holder; provided, however,
      that in the
      event certificates for Warrant Shares are to be issued in a name other than
      the
      name of the Holder, this Warrant when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the Holder;
      and the Company may require, as a condition thereto, the payment of a sum
      sufficient to reimburse it for any transfer tax incidental thereto.

     

    vii. Closing
      of
      Books.  The Company will not close its stockholder books or
      records in any manner which prevents the timely exercise of this Warrant,
      pursuant to the terms hereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      3.                                CertainAdjustments.

     

    a) Stock
      Dividends and
      Splits. If the Company, at any time while this Warrant is outstanding:
      (A) pays a stock dividend or otherwise make a distribution or distributions
      on
      shares of its Common Stock or any other equity or equity equivalent securities
      payable in shares of Common Stock (which, for avoidance of doubt, shall not
      include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
      of shares, (C) combines (including by way of reverse stock split) outstanding
      shares of Common Stock into a smaller number of shares, or (D) issues by
      reclassification of shares of the Common Stock any shares of capital stock
      of
      the Company, then in each case the Exercise Price shall be multiplied by a
      fraction of which the numerator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding immediately before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event and the number of shares issuable
      upon
      exercise of this Warrant shall be proportionately adjusted.  Any
      adjustment made pursuant to this Section 3(a) shall become effective immediately
      after the record date for the determination of stockholders entitled to receive
      such dividend or distribution and shall become effective immediately after
      the
      effective date in the case of a subdivision, combination or
      re-classification.

     

    b) Subsequent
      Equity
      Sales. If the Company or any Subsidiary thereof, as applicable, at any
      time while this Warrant is outstanding, shall offer, sell, grant any option
      to
      purchase or offer, sell or grant any right to reprice its securities, or
      otherwise dispose of or issue (or announce any offer, sale, grant or any option
      to purchase or other disposition) any Common Stock or Common Stock Equivalents
      entitling any Person to acquire shares of Common Stock, at an effective price
      per share less than the then Exercise Price (such lower price, the “Base Share Price” and
      such issuances collectively, a “Dilutive Issuance”),
      as adjusted hereunder (if the holder of the Common Stock or Common Stock
      Equivalents so issued shall at any time, whether by operation of purchase price
      adjustments, reset provisions, floating conversion, exercise or exchange prices
      or otherwise, or due to warrants, options or rights per share which is issued
      in
      connection with such issuance, be entitled to receive shares of Common Stock
      at
      an effective price per share which is less than the Exercise Price, such
      issuance shall be deemed to have occurred for less than the Exercise Price
      on
      such date of the Dilutive Issuance), then the Exercise Price shall be reduced
      and only reduced to equal the Base Share Price and the number of Warrant Shares
      issuable hereunder shall be increased such that the aggregate Exercise Price
      payable hereunder, after taking into account the decrease in the Exercise Price,
      shall be equal to the aggregate Exercise Price prior to such
      adjustment.  Such adjustment shall be made whenever such Common Stock
      or Common Stock Equivalents are issued.  Notwithstanding the
      foregoing, no adjustments shall be made, paid or issued under this Section
      3(b)
      in respect of an Exempt Issuance.  The Company shall notify the Holder
      in writing, no later than the Trading Day following the issuance of any Common
      Stock or Common Stock Equivalents subject to this section, indicating therein
      the applicable issuance price, or of applicable reset price, exchange price,
      conversion price and other pricing terms (such notice the “Dilutive Issuance
      Notice”).  For purposes of clarification, whether or not the
      Company provides a Dilutive Issuance Notice pursuant to this Section 3(b),
      upon
      the occurrence of any Dilutive Issuance, after the date of such Dilutive
      Issuance the Holder is entitled to receive a number of Warrant Shares based
      upon
      the Base Share Price regardless of whether the Holder accurately refers to
      the
      Base Share Price in the Notice of Exercise.

     

    c) Pro
      Rata
      Distributions.  If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to
      Holders of the Warrants) evidences of its indebtedness or assets (including
      cash
      and cash dividends) or rights or warrants to subscribe for or purchase any
      security other than the Common Stock (which shall be subject to Section 3(b)),
      then in each such case the Exercise Price shall be adjusted by multiplying
      the
      Exercise Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the VWAP determined as of the record
      date mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then per share fair market value at such record date of
      the
      portion of such assets or evidence of indebtedness so distributed applicable
      to
      one outstanding share of the Common Stock as determined by the Board of
      Directors in good faith.  In either case the adjustments shall be
      described in a statement provided to the Holder of the portion of assets or
      evidences of indebtedness so distributed or such subscription rights applicable
      to one share of Common Stock.  Such adjustment shall be made whenever
      any such distribution is made and shall become effective immediately after
      the
      record date mentioned above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    d) Fundamental
      Transaction. If, at any time while this Warrant is outstanding, (A) the
      Company effects any merger or consolidation of the Company with or into another
      Person, (B) the Company effects any sale of all or substantially all of its
      assets in one or a series of related transactions, (C) any tender offer or
      exchange offer (whether by the Company or another Person) is completed pursuant
      to which holders of Common Stock are permitted to tender or exchange their
      shares for other securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”), then, upon any subsequent exercise of this Warrant, the
      Holder shall have the right to receive, for each Warrant Share that would have
      been issuable upon such exercise immediately prior to the occurrence of such
      Fundamental Transaction, at the option of the Holder, (a) upon exercise of
      this
      Warrant, the number of shares of Common Stock of the successor or acquiring
      corporation or of the Company, if it is the surviving corporation, and any
      additional consideration (the “Alternate
      Consideration”) receivable upon or as a result of such reorganization,
      reclassification, merger, consolidation or disposition of assets by a Holder
      of
      the number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event or (b) if the Company is acquired in an all
      cash
      transaction, cash equal to the value of this Warrant as determined in accordance
      with the Black-Scholes option pricing formula.  For purposes of any
      such exercise, the determination of the Exercise Price shall be appropriately
      adjusted to apply to such Alternate Consideration based on the amount of
      Alternate Consideration issuable in respect of one share of Common Stock in
      such
      Fundamental Transaction, and the Company shall apportion the Exercise Price
      among the Alternate Consideration in a reasonable manner reflecting the relative
      value of any different components of the Alternate Consideration.  If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      exercise of this Warrant following such Fundamental Transaction.  To
      the extent necessary to effectuate the foregoing provisions, any successor
      to
      the Company or surviving entity in such Fundamental Transaction shall issue
      to
      the Holder a new warrant consistent with the foregoing provisions and evidencing
      the Holder’s right to exercise such warrant into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this Section 3(d) and insuring that this Warrant (or
      any
      such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.

     

    e) Calculations.
      All
      calculations under this Section 3 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. For purposes of this Section
      3,
      the number of shares of Common Stock deemed to be issued and outstanding as
      of a
      given date shall be the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    f) Voluntary
      Adjustment By
      Company. The Company may at any time during the term of this Warrant
      reduce the then current Exercise Price to any amount and for any period of
      time
      deemed appropriate by the Board of Directors of the Company.

     

    g) Notice
      to
      Holders.

     

    i. Adjustment
      to Exercise
      Price. Whenever the Exercise Price is adjusted pursuant to this Section
      3, the Company shall promptly mail to each Holder a notice setting forth the
      Exercise Price after such adjustment and setting forth a brief statement of
      the
      facts requiring such adjustment. If the Company issues a variable rate security,
      despite the prohibition thereon in the Purchase Agreement, the Company shall
      be
      deemed to have issued Common Stock or Common Stock Equivalents at the lowest
      possible conversion or exercise price at which such securities may be converted
      or exercised in the case of a Variable Rate Transaction (as defined in the
      Purchase Agreement).

     

    ii. Notice
      to Allow Exercise by
      Holder. If (A) the Company shall declare a dividend (or any other
      distribution) on the Common Stock; (B) the Company shall declare a special
      nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; (D) the approval of any stockholders of the Company
      shall be required in connection with any reclassification of the Common Stock,
      any consolidation or merger to which the Company is a party, any sale or
      transfer of all or substantially all of the assets of the Company, of any
      compulsory share exchange whereby the Common Stock is converted into other
      securities, cash or property; (E) the Company shall authorize the voluntary
      or
      involuntary dissolution, liquidation or winding up of the affairs of the
      Company; then, in each case, the Company shall cause to be mailed to the Holder
      at its last address as it shall appear upon the Warrant Register of the Company,
      at least 20 calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x) the date on which a record is to
      be
      taken for the purpose of such dividend, distribution, redemption, rights or
      warrants, or if a record is not to be taken, the date as of which the holders
      of
      the Common Stock of record to be entitled to such dividend, distributions,
      redemption, rights or warrants are to be determined or (y) the date on which
      such reclassification, consolidation, merger, sale, transfer or share exchange
      is expected to become effective or close, and the date as of which it is
      expected that holders of the Common Stock of record shall be entitled to
      exchange their shares of the Common Stock for securities, cash or other property
      deliverable upon such reclassification, consolidation, merger, sale, transfer
      or
      share exchange; provided that the failure to mail such notice or any defect
      therein or in the mailing thereof shall not affect the validity of the corporate
      action required to be specified in such notice.  The Holder is
      entitled to exercise this Warrant during the 20-day period commencing on the
      date of such notice to the effective date of the event triggering such
      notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      4.                                Transfer
      of
      Warrant.

     

    a) Transferability.  Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Sections 5(a) and 4(d) hereof and to the provisions of Section 4.1 of the
      Purchase Agreement, this Warrant and all rights hereunder are transferable,
      in
      whole or in part, upon surrender of this Warrant at the principal office of
      the
      Company, together with a written assignment of this Warrant substantially in
      the
      form attached hereto duly executed by the Holder or its agent or attorney and
      funds sufficient to pay any transfer taxes payable upon the making of such
      transfer.  Upon such surrender and, if required, such payment, the
      Company shall execute and deliver a new Warrant or Warrants in the name of
      the
      assignee or assignees and in the denomination or denominations specified in
      such
      instrument of assignment, and shall issue to the assignor a new Warrant
      evidencing the portion of this Warrant not so assigned, and this Warrant shall
      promptly be cancelled.  A Warrant, if properly assigned, may be
      exercised by a new holder for the purchase of Warrant Shares without having
      a
      new Warrant issued.

     

    b) New
      Warrants. This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by the Holder or its agent or attorney.  Subject to compliance
      with Section 4(a), as to any transfer which may be involved in such division
      or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice.

     

    c) Warrant
      Register. The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Register”),
      in the name of the record Holder hereof from time to time.  The
      Company may deem and treat the registered Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise
      hereof or any distribution to the Holder, and for all other purposes, absent
      actual notice to the contrary.

     

    d) Transfer
      Restrictions. If, at the time
      of the surrender of this Warrant in connection with
      any transfer of this Warrant, the transfer of this Warrant shall not be
      registered pursuant to an effective registration statement under the Securities Act and under
      applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the Company
      a written opinion of counsel (which opinion shall be in form, substance and
      scope customary for opinions of counsel in comparable transactions) to the
      effect that such transfer may be made without registration under the Securities Act and under applicable
      state securities
      or blue sky laws, (ii) that the holder or transferee execute and deliver to
      the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an “accredited
      investor”
      as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),
      or (a)(8) promulgated under the Securities Act or a qualified institutional
      buyer as defined in Rule 144A(a) under the Securities Act.

    


    Section
      5.                                Miscellaneous.

     

    a) Title
      to
      Warrant.  Prior to the Termination Date and subject to
      compliance with applicable laws and Section 4 of this Warrant, this Warrant
      and
      all rights hereunder are transferable, in whole or in part, at the office or
      agency of the Company by the Holder in person or by duly authorized attorney,
      upon surrender of this Warrant together with the Assignment Form annexed hereto
      properly endorsed.  The transferee shall sign an investment letter in
      form and substance reasonably satisfactory to the Company.

     

    b) No
      Rights as Shareholder
      Until Exercise.  This Warrant does not entitle the Holder to
      any voting rights or other rights as a shareholder of the Company prior to
      the
      exercise hereof.  Upon the surrender of this Warrant and the payment
      of the aggregate Exercise Price, the Warrant Shares so purchased shall be and
      be
      deemed to be issued to such Holder as the record owner of such shares as of
      the
      close of business on the later of the date of such surrender or
      payment.

     

    c) Loss,
      Theft, Destruction or
      Mutilation of Warrant. The Company covenants that upon receipt by the
      Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant or any stock certificate relating
      to
      the Warrant Shares, and in case of loss, theft or destruction, of indemnity
      or
      security reasonably satisfactory to it (which, in the case of the Warrant,
      shall
      not include the posting of any bond), and upon surrender and cancellation of
      such Warrant or stock certificate, if mutilated, the Company will make and
      deliver a new Warrant or stock certificate of like tenor and dated as of such
      cancellation, in lieu of such Warrant or stock certificate.

     

    d) Saturdays,
      Sundays,
      Holidays, etc.  If the last or appointed day for the taking of
      any action or the expiration of any right required or granted herein shall
      be a
      Saturday, Sunday or a legal holiday, then such action may be taken or such
      right
      may be exercised on the next succeeding day not a Saturday, Sunday or legal
      holiday.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    e) Authorized
      Shares.  The Company covenants that during the period the
      Warrant is outstanding, it will reserve from its authorized and unissued Common
      Stock a sufficient number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase rights under this
      Warrant.  The Company further covenants that its issuance of this
      Warrant shall constitute full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant.  The Company will take all such reasonable action
      as may be necessary to assure that such Warrant Shares may be issued as provided
      herein without violation of any applicable law or regulation, or of any
      requirements of the Trading Market upon which the Common Stock may be
      listed.

     

    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms of
      this
      Warrant, but will at all times in good faith assist in the carrying out of
      all
      such terms and in the taking of all such actions as may be necessary or
      appropriate to protect the rights of Holder as set forth in this Warrant against
      impairment.  Without limiting the generality of the foregoing, the
      Company will (a) not increase the par value of any Warrant Shares above the
      amount payable therefor upon such exercise immediately prior to such increase
      in
      par value, (b) take all such action as may be necessary or appropriate in order
      that the Company may validly and legally issue fully paid and nonassessable
      Warrant Shares upon the exercise of this Warrant, and (c) use commercially
      reasonable efforts to obtain all such authorizations, exemptions or consents
      from any public regulatory body having jurisdiction thereof as may be necessary
      to enable the Company to perform its obligations under this
      Warrant.

     

    Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be determined in accordance with the provisions of the
      Purchase Agreement.

     

    g) Restrictions.  The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale imposed by state
      and federal securities laws.

     

    h) Nonwaiver
      and
      Expenses.  No course of dealing or any delay or failure to
      exercise any right hereunder on the part of Holder shall operate as a waiver
      of
      such right or otherwise prejudice Holder’s rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the Termination
      Date.  If the Company willfully and knowingly fails to comply with any
      provision of this Warrant, which results in any material damages to the Holder,
      the Company shall pay to Holder such amounts as shall be sufficient to cover
      any
      costs and expenses including, but not limited to, reasonable attorneys’ fees,
      including those of appellate proceedings, incurred by Holder in collecting
      any
      amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
      or remedies hereunder.

     

    i) Notices.  Any
      notice, request or other document required
      or permitted to be given or delivered to the Holder by the Company shall be
      delivered in accordance with the notice provisions of the Purchase
      Agreement.

     

    j) Limitation
      of
      Liability.  No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant or purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder, shall
      give rise to any liability of Holder for the purchase price of any Common Stock
      or as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

     

    k) Remedies.  Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Warrant.  The Company agrees that monetary damages would
      not be adequate compensation for any loss incurred by reason of a breach by
      it
      of the provisions of this Warrant and hereby agrees to waive the defense in
      any
      action for specific performance that a remedy at law would be
      adequate.

     

    l) Successors
      and
      Assigns.  Subject to applicable securities laws, this Warrant
      and the rights and obligations evidenced hereby shall inure to the benefit
      of
      and be binding upon the successors of the Company and the successors and
      permitted assigns of Holder.  The provisions of this Warrant are
      intended to be for the benefit of all Holders from time to time of this Warrant
      and shall be enforceable by any such Holder or holder of Warrant
      Shares.

     

    m) Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with the
      written consent of the Company and the Holder.

     

    n) Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Warrant shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions of
      this Warrant.

     

    o) Headings.  The
      headings used in this Warrant are for the convenience of reference only and
      shall not, for any purpose, be deemed a part of this Warrant.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.

    


    Dated:  ______________,
      2007

    
 

    
      	
              MANAS
                PETROLEUM CORPORATION

               

               

            
	
              By:__________________________________________

                   Name:
                Peter-Mark Vogel

                   Title:   CFO
                & Director

               

            


    

    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    NOTICE
      OF EXERCISE

    


    TO:           MANAS
      PETROLEUM CORPORATION

    


    (1) The
      undersigned hereby elects to purchase _________ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant (only if exercised in full),
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

    (2) Payment
      shall take the form of lawful money of the United States.

    (3) Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

    _______________________________

    


    


    The
      Warrant Shares shall be delivered to the following:

    


    _______________________________

    


    _______________________________

    


    _______________________________

    


    (4)  Accredited
      Investor.  The undersigned is an “accredited investor” as
      defined in Regulation D promulgated under the Securities Act of 1933, as
      amended.

    


    [SIGNATURE
      OF HOLDER]

    


    Name
      of Investing Entity:
      ________________________________________________________________________

    Signature
      of Authorized Signatory of
      Investing Entity:
      _________________________________________________

    Name
      of Authorized Signatory:
      ___________________________________________________________________

    Title
      of Authorized Signatory:
      ____________________________________________________________________

    Date:
      ________________________________________________________________________________________

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form and supply required information.

    Do
      not use this form to exercise the warrant.)

    


    


    


    FOR
      VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
      hereby assigned to

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    


    


    _______________________________________________________________

    


    Dated:  ______________,
      _______

    


    


    Holder’s
      Signature:                                           
 _____________________________

    


    Holder’s
      Address:                                              
_____________________________

    
 

                                          
      _____________________________

    


    


    


    Signature
      Guaranteed:  ___________________________________________

    


    


    NOTE:  The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust
      company.  Officers of corporations and those acting in a fiduciary or
      other representative capacity should file proper evidence of authority to assign
      the foregoing Warrant.