exhib10-18.htm


     

    
      

      

    

    EXHIBIT
      10.18

 

    AMENDMENT
      TO THE SECURITIES PURCHASE AGREEMENT (Private Placement July 31,
      2007)

     

    This
      Securities Purchase Agreement (this “Agreement”) is dated as of _____________,
      2007, among Manas Petroleum Corporation (formerly known as Express Systems
      Corporation), a Nevada corporation (the “Company”), and each purchaser
      identified on the signature pages hereto (each, including its successors and
      assigns, a “Purchaser” and collectively the “Purchasers”).

     

    BACKGROUND

     

    The
      amendment of the previous Securities Purchase Agreement allows for the inclusion
      of an attached warrant at $5.50 (see paragraph B).

    A
      new sentence “except as provise herein, the Securities Purchase Agreement will
      remain in full force effect”.

     

    A.           On
      April 10, 2007, the Company finalized the share transaction with DWM Petroleum
      AG of Switzerland.

     

    B.           Subject
      to the terms and conditions set forth in this Agreement, and pursuant to Section
      4(2) of the Securities Act (as defined below), Rule 506 promulgated thereunder,
      and/or Regulation S (defined below), the Company desires to issue and sell
      to
      each Purchaser, and each Purchaser, severally and not jointly, desires to
      purchase from the Company, in the aggregate, up to 10,000,00) units (the
“Units”) (green-shoe 5 million units) at a price of $4.50 per Unit. Each Unit
      consists of (i) 1 share of Common Stock and (ii) 1 warrant exercisable, for
      a 2
      year period at the closing (July 31, 2007), at $5.50 per share.

     

    NOW,
      THEREFORE, IN
      CONSIDERATION of the mutual covenants contained in this Agreement, and
      for other good and valuable consideration the receipt and adequacy of which
      are
      hereby acknowledged, the Company and each Purchaser agrees as follows with
      the
      intent to be legally bound:

     

    ARTICLE
      I

     

    PURCHASE
      AND SALE

     

    1.1 Closing.  On
      the Closing Date, each Purchaser shall purchase from the Company, severally
      and
      not jointly with the other Purchasers, and the Company shall issue and sell
      to
      each Purchaser, the Units set forth under each Purchaser’s name on the signature
      pages hereto.  The aggregate Subscription Amounts for Units sold
      hereunder shall be up to $10,000,000 (green-shoe $
      5,000,000).  Promptly (but no later than five (5) Trading Days) after
      satisfaction of the conditions set forth in Section 1.2 and 1.3, the Closing
      shall occur at the offices of the Escrow Agent or such other location as the
      parties shall mutually agree.

    


    1.2 Deliveries.

    (a) On
      the Closing Date, the Company shall deliver or cause to be delivered to each
      Purchaser the following:

    (i) this
      Agreement duly executed by the Company;

    (ii) a
      certificate evidencing all Shares of Common Stock registered in the name of
      such
      Purchaser purchased by such Purchaser;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

    Address
      for
      Notice:

    MANAS
      PETROLEUM
      CORPORATION                                                                                                                     MANAS
      PETROLEUM CORP.

    BAHNHOFSTRASSE
      9

    6341
      BAAR

    By:                                                                SWITZERLAND

    Name:

    Title:
      President

    


    


    


    With
      a copy to (which shall not constitute notice)

    


    


    William
      Rosenstadt, Esq.

    Rubin,
      Bailin, Ortoli, LLP

    405
      Park Avenue

    New
      York, New York, 10022-4405

    Tel:
      212 935-0900

    Fax:
      212 826 9307

    


    


    


    


    


    


    


    


    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOR PURCHASERS FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [PURCHASER
      SIGNATURE PAGES TO

    MANAS
      PETROLEUM CORPORATION SECURITIES PURCHASE AGREEMENT]

    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

    Name
      of Investing Entity: _____________

    Signature
      of Authorized Signatory of Investing Entity:

    Name
      of Authorized Signatory:

    Title
      of Authorized Signatory:

    Email
      Address of Authorized Entity:

    


    


    [SIGNATURE
      PAGES CONTINUE]