exhib10-17.htm


     

    
      

      

    

    
EXHIBIT
      10.17
 

    SECURITIES
      PURCHASE AGREEMENT

     

    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

     

    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 million (green-shoe
      $ 5
      million) divided by the “Purchase Price” per Share. The “Purchase Price” is $
      4.50 until July 13, 2007 and thereafter is determined based on the following
      formula: 90% of the Average Price per Share of the previous 10 trading days
      at
      the closing date of the transaction (the “Purchase Price”).

    .

    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 Shares set forth under each Purchaser’s name on the
      signature pages hereto.  The aggregate Subscription Amounts for Shares
      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;

     

    (b) On
      the Closing Date, each Purchaser shall deliver, or cause to be delivered by
      the
      Escrow Agent, to the Company the following:

    (i) this
      Agreement duly executed by such Purchaser;

    (ii) such
      Purchaser’s Subscription Amount by wire transfer to the account of the Company;
      and

    (iii) the
      Escrow Agreement duly executed by such Purchaser.

     

    1.3 Closing
      Conditions.

    (a) The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    (i) the
      accuracy in all material respects when made and on the Closing Date of the
      representations and warranties of the Purchasers contained herein;

    (ii) all
      obligations, covenants and agreements of the Purchasers required to be performed
      at or prior to the Closing Date shall have been performed;

    (iii) the
      delivery by the Purchasers of the items set forth in Section 1.2(b) of this
      Agreement;

    (iv) the
      consummation of the Acquisition which is subject to receipt by the Company
      of a
      Fund Balance Notice (as defined in the Escrow Agreement) indicating an aggregate
      of $3,000,000 in Subscription Amounts from the Purchasers
      hereunder.

     

    (b) The
      respective obligations of the Purchasers hereunder in connection with the
      Closing are subject to
      the following conditions being met:

    (i) the
      accuracy in all material respects on the Closing Date of the representations
      and
      warranties of the Company contained herein;

    (ii) all
      obligations, covenants and agreements of the Company required to be performed
      at
      or prior to the Closing Date shall have been performed;

    (iii) the
      consummation of the Acquisition

    (iv) the
      delivery by the Company of the items set forth in Section 1.2(a) of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.4 Irrevocable
      Commitments.  Prior to the Closing Date, the Purchasers will be
      delivering (i) executed signature pages to this Agreement and the other
      Transaction Documents to the Placement Agents (who will deliver such signature
      pages to the Company) and (ii) their respective Subscription Amounts, by wire
      transfer to the account provided below, to the Escrow Agent to be held and
      disbursed in the manner provided in the Escrow Agreement.  Each
      Purchaser acknowledges and agrees that, subject to applicable law, their
      commitments to purchase Units hereunder will be irrevocable upon delivery of
      their Subscription Amounts (and signature pages to the Transaction Documents)
      as
      provided above, and the Subscription Amounts will only be returned to the
      Purchasers (if ever) in the manner described in the Escrow
      Agreement.  All Subscription Amounts should be delivered by the
      Purchasers to the Escrow Agent by wire transfer to the following
      account:

     

    Wire
      Transfer to:

    


    Bank:                           Commerce
      Bank

     582-586
      9th
      Avenue

     New
      York, New York
      10036

    ABA#:                         026-013-673

    Swift#:                         CBNAUS
      33

    Title
      of
      Account:          Rubin,
      Bailin, Ortoli, Mayer & Baker LLP

    Account                       #7916582815

    Reference:                    Manas
      Petroleum Corporation

    


    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES

     

    2.1 Representations
      and
      Warranties of the Company.  Except as set forth under the
      corresponding section of the Disclosure Schedules, which Disclosure Schedules
      shall be deemed a part hereof, the Company hereby makes the representations
      and
      warranties set forth below to each Purchaser.  Notwithstanding
      anything contained herein or in any other Transaction Documents to the contrary,
      the representations and warranties of the Company below assume the consummation
      of the Acquisition and the giving effect thereto.

     

    (a) Organization
      and
      Qualification.  Each of the Company and the Subsidiaries is an
      entity duly incorporated or otherwise organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or organization
      (as applicable), with the requisite power and authority to own and use its
      properties and assets and to carry on its business as currently
      conducted.  Neither the Company nor any Subsidiary is in violation or
      default of any of the provisions of its respective certificate or articles
      of
      incorporation, bylaws or other organizational or charter
      documents.  Each of the Company and the Subsidiaries is duly qualified
      to conduct its business and is in good standing as a foreign corporation or
      other entity in each jurisdiction in which the nature of the business conducted
      or property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not
      reasonably be expected to result in (i) a material adverse effect on the
      legality, validity or enforceability of any Transaction Document, (ii) a
      material adverse effect on the results of operations, assets, business or
      financial condition of the Company and the Subsidiaries, taken as a whole,
      or
      (iii) a material adverse effect on the Company’s ability to perform in any
      material respect on a timely basis its obligations under any Transaction
      Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (b) Authorization;
      Enforcement.  The Company has the requisite corporate power and
      authority to enter into and to consummate the transactions contemplated by
      each
      of the Transaction Documents and otherwise to carry out its obligations
      thereunder.  The execution and delivery of each of the Transaction
      Documents by the Company and the consummation by it of the transactions
      contemplated thereby have been duly authorized by all necessary action on the
      part of the Company and no further corporate authorization is required by the
      Company in connection therewith, other than in connection with the Required
      Approvals.  Each Transaction Document has been (or upon delivery will
      have been) duly executed by the Company and, when delivered in accordance with
      the terms hereof, will constitute the valid and binding obligation of the
      Company enforceable against the Company in accordance with its terms except
      (i)
      as limited by applicable bankruptcy, insolvency, reorganization, moratorium
      and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (c) No
      Conflicts.  The execution, delivery and performance of the
      Transaction Documents by the Company, the issuance and sale of the Units and
      the
      consummation by the Company of the other transactions contemplated thereby
      do
      not and will not (i) conflict with or violate any provision of the Company’s or
      any Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any material agreement, credit facility, debt or other instrument (evidencing
      a
      Company or Subsidiary debt or otherwise) or other agreement to which the Company
      or any Subsidiary is a party or by which any material property or material
      asset
      of the Company or any Subsidiary is bound, or (iii) subject to the Required
      Approvals, conflict with or result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company or a Subsidiary is subject, or
      by
      which any material property or material asset of the Company or a Subsidiary
      is
      bound, except, in each case, as could not reasonably be expected to result
      in a
      Material Adverse Effect.

     

    (d) Issuance
      of the
      Securities.  The Shares and Warrants are duly authorized and,
      when issued and paid for in accordance with the Transaction Documents, will
      be
      validly issued, fully paid and nonassessable, free and clear of all Liens,
      other
      than restrictions provided for in the Transaction Documents and applicable
      securities laws.  The Warrant Shares, when issued in accordance with
      the terms of the Transaction Documents, will be validly issued, fully paid
      and
      nonassessable, free and clear of all Liens imposed by the Company other than
      restrictions provided for in the Transaction Documents and applicable securities
      laws.  The Company has reserved from its duly authorized capital stock
      the maximum number of shares of Common Stock issuable pursuant to this Agreement
      and the Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Capitalization.  The
      capitalization of the Company is as described in Schedule 2.1(e).  No
      Person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the transactions contemplated by the
      Transaction Documents.  Except as (i) set forth on Schedule 2.1(e),
      (ii) contemplated by the Transaction Documents, or (iii) a result of the
      purchase and sale of the Securities, there are no outstanding options, warrants,
      script rights to subscribe to, calls or commitments of any character whatsoever
      relating to, or securities, rights or obligations convertible into or
      exchangeable for, or giving any Person any right to subscribe for or acquire,
      any shares of Common Stock, or contracts, commitments, understandings or
      arrangements by which the Company or any Subsidiary is or may become bound
      to
      issue additional shares of Common Stock, or securities or rights convertible
      or
      exchangeable into shares of Common Stock.  The issue and sale of the
      Securities will not obligate the Company to issue shares of Common Stock or
      other securities to any Person (other than the Purchasers and their designees)
      and will not result in a right of any holder of Company securities to adjust
      the
      exercise, conversion, exchange or reset price under such
      securities.  Except as set forth on Schedule 2.1(e), there are no
      stockholders agreements, voting agreements or other similar agreements with
      respect to the Company’s capital stock to which the Company is a party or, to
      the knowledge of the Company, between or among any of the Company’s
      stockholders.

     

    (f) Litigation.  Except
      as set forth on Schedule 2.1(f), there is no action, suit, notice of violation,
      proceeding or investigation pending or, to the knowledge of the Company,
      threatened against the Company, any Subsidiary or any of their respective
      properties before or by any court, arbitrator, governmental or administrative
      agency or regulatory authority (federal, state, county or foreign)
      (collectively, an “Action”) which (i) adversely affects or challenges the
      legality, validity or enforceability of any of the Transaction Documents or
      the
      Securities or (ii) would, if there were an unfavorable decision, have or
      reasonably be expected to result in a Material Adverse Effect.

     

    (g) Compliance.  To
      the Company’s knowledge, neither the Company nor any Subsidiary (i) is in
      default under or in violation of (and no event has occurred that has not been
      waived that, with notice or lapse of time or both, would result in a default
      by
      the Company or any Subsidiary under), nor has the Company or any Subsidiary
      received notice of a claim that it is in default under or that it is in
      violation of, any material indenture, loan or credit agreement or any other
      material agreement or instrument to which it is a party or by which it or any
      of
      its properties is bound, (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is in violation of any statute, rule
      or regulation of any governmental authority, including without limitation all
      foreign, federal and state laws applicable to its business, except, in each
      case
      as would not have a Material Adverse Effect.

     

    (h) Regulatory
      Permits.  The Company and the Subsidiaries possess all
      certificates, authorizations and permits issued by the appropriate federal,
      state, local or foreign regulatory authorities necessary to conduct their
      respective businesses, except where the failure to possess such permits would
      not have, or reasonably be expected to result in, a Material Adverse Effect
      (“Material Permits”), and neither the Company nor any Subsidiary has received
      any notice of proceedings relating to the revocation or modification of any
      Material Permit.

     

    (i) Title
      to
      Assets.  The Company and the Subsidiaries have good title in
      fee simple to all real property owned by them that is material to the business
      of the Company and the Subsidiaries and good title in all personal property
      owned by them that is material to the business of the Company and the
      Subsidiaries, in each case free and clear of all Liens, except for (i) Liens
      as
      do not materially affect the value of such property and do not materially
      interfere with the use made of such property by the Company and the Subsidiaries
      and (ii) Liens for the payment of federal, state or other taxes, the payment
      of
      which is neither delinquent nor subject to penalties.  The Company and
      the Subsidiaries are in substantial compliance with all leases covering real
      property or facilities leased by them.

     

    (j) Certain
      Fees. Each
      Purchaser hereby acknowledges that at the Closing the Company will pay to the
      Placement Agent a commission equal to 6% of the gross purchase price paid for
      the Securities at Closing and Brokerage Warrants equal to 5% of the gross
      purchase price paid for the Securities at Closing. Except to the Persons set
      forth on Schedule 3.1(j), no brokerage or finder’s fees or commissions are or
      will be payable by the Company to any broker, financial advisor or consultant,
      finder, investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement.  The Purchasers shall have no direct
      obligation with respect to any fees or with respect to any claims made by or
      on
      behalf of other Persons for fees of a type contemplated in this Section that
      may
      be due in connection with the transactions contemplated by this
      Agreement.

     

    (k) Private
      Placement.  Assuming the accuracy of the Purchasers
      representations and warranties set forth in Section 2.2, no registration under
      Section 5 of the Securities Act is required for the offer and sale of the
      Securities by the Company to the Purchasers as contemplated hereby.

     

    (l) No
      Registration
      Rights.  No Person has any right to cause the Company to effect
      the registration under the Securities Act of any securities of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (m) Disclosure.  All
      disclosure provided to the Purchasers regarding the Company, its business and
      the transactions contemplated hereby, including the Disclosure Schedules to
      this
      Agreement, furnished by or on behalf of the Company with respect to the
      representations and warranties made herein are true and correct with respect
      to
      such representations and warranties and do not contain any untrue statement
      of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements made therein, in light of the circumstances under which they were
      made, not misleading.  The Company acknowledges and agrees that no
      Purchaser makes or has made any representations or warranties with respect
      to
      the transactions contemplated hereby other than those specifically set forth
      in
      Section 2.2 hereof.

     

    2.2 Representations
      and
      Warranties of the Purchasers  Each Purchaser hereby, for itself
      and for no other Purchaser, represents and warrants as of the date hereof and
      as
      of the Closing Date to the Company as follows:

     

    (a) Organization;
      Authority.  Such Purchaser, if not a natural person, is an
      entity duly organized, validly existing and in good standing under the laws
      of
      the jurisdiction of its organization with full right, corporate or partnership
      power and authority to enter into and to consummate the transactions
      contemplated by the Transaction Documents and otherwise to carry out its
      obligations thereunder. The execution, delivery and performance by such
      Purchaser of the transactions contemplated by this Agreement have been duly
      authorized by all necessary corporate or similar action on the part of such
      Purchaser.  Each Transaction Document to which a Purchaser is a party
      has been duly executed by such Purchaser, and, subject to Section 1.4, when
      delivered by such Purchaser in accordance with the terms hereof, will constitute
      the valid and legally binding obligation of such Purchaser, enforceable against
      such Purchaser in accordance with its terms, except (i) as limited by general
      equitable principles and applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’ rights generally and (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies.

     

    (b) Purchaser
      Representation.  Such Purchaser understands that the Securities
      are “restricted securities” and have not been registered under the Securities
      Act or any applicable state securities law and is acquiring the Securities
      as an
      investment as principal for its own account and not with a view to or for
      distributing or reselling such Securities or any part thereof, has no present
      intention of distributing any of such Securities and has no arrangement or
      understanding with any other Persons regarding the distribution of such
      Securities.  Such Purchaser is acquiring the Securities hereunder in
      the ordinary course of its business.  Such Purchaser does not have any
      agreement or understanding, directly or indirectly, with any Person to
      distribute any of the Securities.

     

    (c) Purchaser
      Status.  At the time such Purchaser was offered the Securities,
      it was, and at the date hereof it is, and on each date on which it exercises
      any
      Warrants, it will be either: (i) an “accredited investor” as defined in Rule
      501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (ii)
      a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities
      Act.  Such Purchaser is not required to be registered as a
      broker-dealer under Section 15 of the Exchange Act.  Each Person who
      is purchasing pursuant to Regulation S promulgated by the Commission under
      the
      Securities Act represents that he, she or it is not a “U.S. Person” as that term
      is defined in Regulation S and agrees to be bound by all of the terms and
      conditions of Regulation S.

     

    (d) Experience
      of Such
      Purchaser.  Such Purchaser, either alone or together with its
      representatives, has such knowledge, sophistication and experience in business
      and financial matters so as to be capable of evaluating the merits and risks
      of
      the prospective investment in the Securities, and has so evaluated the merits
      and risks of such investment.  Such Purchaser is able to bear the
      economic risk of an investment in the Securities and, at the present time,
      is
      able to afford a complete loss of such investment.

     

    (e) General
      Solicitation.  Such Purchaser is not purchasing the Securities
      as a result of any advertisement, article, notice or other communication
      regarding the Securities published in any newspaper, magazine or similar media
      or broadcast over television or radio or presented at any seminar or any other
      general solicitation or general advertisement.

     

    (f) Relationship
      to Company;
      Access to Information.  The Purchaser either has a preexisting
      personal or business relationship with the Company or its officers, directors
      or
      controlling persons, or, by reason of Purchaser’s business or financial
      experience, the Purchaser has the capacity and has taken all steps necessary
      to
      protect the Purchaser’s own interests in connection with an investment in the
      Securities.  The Purchaser has received and read or reviewed with his
      Purchaser Representative, if any, and represents that he is familiar with this
      Agreement, the other Transaction Documents, the Disclosure Schedules and the
      other documents delivered to the Purchaser as part of the offering of the
      Securities.  The Company has made available to the Purchaser such
      information and documents regarding the Company as Purchaser deems necessary
      to
      enable him to make an informed decision concerning the purchase of the
      Securities and the Company has provided answers to all of Purchaser’s questions
      relating to this investment in the Securities.  The Purchaser
      acknowledges that no federal or state agency has made any finding or
      determination as to the fairness of the offering for investment or any
      recommendation or endorsement of the Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) Purchaser’s
      Liquidity.  The Purchaser has adequate means of providing for
      the Purchaser’s current needs and personal contingencies and has no need for
      liquidity in connection with the investment in the Securities.  The
      Purchaser acknowledges that the Purchaser must bear the economic risk of
      investment in the Securities for an indefinite period of time, and that the
      Purchaser could sustain a loss of the Purchaser’s entire investment in the
      Securities without materially impairing the Purchaser’s financial
      wherewithal.  The Purchaser’s overall commitment to investments which
      are not readily marketable is not disproportionate to the net worth of the
      Purchaser, and the Purchaser’s investment in the Securities will not cause such
      overall commitment to become excessive.

     

    (h) Short
      Sales.  Without limiting anything in Article IV, each Purchaser
      represents that from the date it was notified of the transactions contemplated
      hereby until the Closing, neither it nor any Person over which the Purchaser
      has
      direct control, have made, or will make, any net short sales of, or granted,
      or
      will grant, any option for the purchase of, or entered into any hedging or
      similar transaction with the same economic effect as a net short sale in the
      Common Stock.  Each Purchaser, severally and not jointly with the
      other Purchasers, understands and acknowledges that the Commission currently
      takes the position that coverage of short sales of shares of the Common Stock
      “against the box” with the Securities purchased hereunder prior to the Closing
      Date is a violation of Section 5 of the Securities Act.  Accordingly,
      each Purchaser hereby agrees not to use any of the Securities to cover any
      short
      sales prior to the Closing Date.  Additionally, each Purchaser,
      severally and not jointly with the other Purchasers, agrees to comply in all
      respects with Regulation M under the federal securities laws.

     

    (i) Special
      Representations for
      Regulation S Purchasers.  Each Purchaser who is purchasing
      Securities hereunder pursuant to Regulation S promulgated by the Commission
      under the Securities Act hereby makes the following additional representations
      and warranties to the Company:

     

    (i) It
      understands and acknowledges that the Securities have not been registered under
      the Securities Act or any other applicable securities laws, and the Securities
      may not be sold or otherwise transferred except in compliance with the
      registration requirements of the Securities Act and any other applicable
      securities law or pursuant to an exemption therefrom and in each case in
      compliance with the conditions for transfer set forth in (iii)
      below.

    (ii) It
      is a person that, at the time the buy order for the Securities was originated,
      was outside the United States and was not a U.S. person (and was not purchasing
      for the account or benefit of a U.S. person) within the meaning of Regulation
      S.

    (iii) It
      acknowledges that it will offer, sell or otherwise transfer the Securities,
      prior to the date which is two years after the later of the original issue
      date
      hereof and the last date on which the Company or any affiliate of the Company
      was the owner of any of the Securities (or any predecessor of the Securities),
      only (A) to the Company, (B) pur­suant to offers and sales that occur
      outside the United States within the meaning of Regulation S under the
      Securities Act in a transaction meeting the Requirements of Rule 904 under
      the
      Securities Act, or (C) pursuant to another available exemption from the
      registration requirements of the Se­curities Act, subject to the Company’s
      right prior to any offer, sale or trans­fer pursuant to clause (B) or (C) to
      require the delivery of an opinion of counsel, certificates and/or other
      information reasonably satisfactory to the Company.

    (iv) It
      agrees that it will not engage in hedging transactions involving the Securities
      unless such transactions are in compliance with the Securi­ties
      Act.

    (v) If
      it is a “dealer” or a person “receiving a selling concession fee or other
      remuneration” within the meaning of Regulation S under the Se­curities Act,
      it acknowledges that until the expiration of the one-year “re­stricted
      period” within the meaning of Rule 903 of Regulation S under the Securities Act,
      any offer or sale of the Securities shall not be made by it to a U.S. person
      or
      for the account or benefit of a U.S. person within the meaning of Rule 902(k)
      of
      the Securities Act.

    (vi) It
      acknowledges that the Company and others will rely upon the truth and accuracy
      of the foregoing representations, warranties and agreements and agrees that,
      if
      any of the representations, warranties and agreements made by Purchaser of
      the
      Securities are no longer accurate, it shall promptly notify the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (j) Indemnification
      Representations of Purchaser.  Each Purchaser represents and
      warrants that none of the representations or warranties made by the Purchaser
      herein (“Purchaser Statements”) contain any false or misleading statement or
      omit to state a material fact.  The Purchaser shall indemnify the
      Company to the extent the Company incurs or suffers any damage, expenses, loss,
      claim, judgment or liability resulting from the Company’s reliance upon any
      Purchaser Statement that is false or misleading.

     

    (k) Additional
      Representations
      and Warranties of Purchasers.

    Each
      Purchaser represents and warrants that:

    (i) Purchaser
      has been furnished with all additional documents and information which Purchaser
      has requested;

    (ii) Purchaser
      has had the opportunity to ask questions of, and received answers from, the
      Company concerning the Company and the Securities and to obtain any additional
      information necessary to verify the accuracy of the information
      furnished;

    (iii) Purchaser
      has relied only on the foregoing information and documents in determining to
      make an investment in the Securities;

    (iv) The
      documents and information furnished by the Company to the Purchasers in
      connection with the offering of the Securities do not constitute investment,
      accounting, legal or tax advice, and Purchaser is relying on its own
      professional advisers for such advice;

    (v) All
      documents, records and books pertaining to Purchaser’s investment have been made
      available for inspection by Purchaser and by Purchaser’s attorney, and/or
      Purchaser’s accountant and/or Purchaser’s purchaser representative;

    (vi) Purchaser
      understands, acknowledges and agrees that the Company is relying solely upon
      the
      representations and warranties of the Purchasers made herein in determining
      to
      sell Purchaser the Securities;

    (vii) The
      Purchaser has not paid or given any commission or other remuneration in
      connection with the purchase of the Securities;

    (viii) The
      Purchaser understands the meaning and legal consequences of the foregoing
      representations and warranties.  The Purchaser certifies that each of
      the foregoing representations and warranties is true and correct as of the
      date
      hereof and shall survive the execution hereof and the purchase of the
      Securities;

    (ix) The
      Purchaser has not traded in securities of the Company in violation of Rule
      10b-5
      under the Exchange Act or any other federal or state insider trading or
      anti-fraud securities law.

     

    ARTICLE
      III

     

    OTHER
      AGREEMENTS OF THE PARTIES

    3.1 Transfer
      Restrictions.

     

    (a) The
      Purchasers acknowledge and agree that the Securities may only be disposed of
      in
      compliance with state and federal securities laws.  In connection with
      any transfer of Securities, the Company may require the transferor thereof
      to
      provide to the Company an opinion of counsel selected by the transferor and
      reasonably acceptable to the Company, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration of such transferred Securities under
      the
      Securities Act.

     

    (b) The
      Purchasers agree to the imprinting, so long as is required by this Section
      3.1(b), of a legend on any of the Securities in substantially the following
      form:

     

    THESE
      SECURITIES HAVE NOT 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Certificates
      evidencing the Shares and Warrant Shares shall not contain any legend (including
      the legend set forth in Section 3.1(b)), (i) following any sale of such Shares
      or Warrant Shares pursuant to Rule 144, (ii) if such Shares or Warrant Shares
      are eligible for sale under Rule 144(k), (iii) if such legend is not required
      under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the Staff of the Commission) and
      (iv) in the case of (i) and (ii) above, if the registered owner of such
      certificate delivers an appropriate representation letter to the Company and
      its
      counsel.  The Company agrees that at such time as such legend is no
      longer required under this Section 3.1(c), it will, no later than three Trading
      Days following the delivery by a Purchaser to the Company or the Company’s
      transfer agent of a certificate representing Shares or Warrant Shares, as the
      case may be, issued with a restrictive legend, deliver or cause to be delivered
      to such Purchaser a replacement certificate representing such Securities that
      is
      free from such legends.

     

    (d) Each
      Purchaser, severally and not jointly with the other Purchasers, agrees that
      the
      removal of the restrictive legend from certificates representing Securities
      as
      set forth in this Section 3.1 is predicated upon the Company’s reliance that the
      Purchaser will sell any Securities pursuant to the registration requirements
      of
      the Securities Act, including any applicable prospectus delivery requirements,
      or an exemption therefrom.

     

    (e) Notwithstanding
      anything contained herein to the contrary, and in addition to any other legends
      required by law or hereunder, Securities purchased hereunder in reliance on
      Regulation S promulgated by the Commission under the Securities Act shall be
      imprinted with a legend in substantially the following form:

     

    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND
      SOLD ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT.  THESE
      SECURITIES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
      AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE
      WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
      LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
      OF
      THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY,
      (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
      THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
      OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
      SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
      THE
      SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
      PRIOR TO ANY OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE
      THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION
      REASONABLY SATISFACTORY TO THE COMPANY.  THE HOLDER OF THIS SECURITY
      BY ITS ACCEPTANCE HEREOF FURTHER AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS
      INVOLVING THESE SECURITIES UNLESS SUCH TRANSACTIONS MEET THE REQUIREMENTS AND
      COMPLY WITH THE SECURITIES ACT.

     

    Notwithstanding
      anything contained
      herein to the contrary, the Company will not, and is not permitted to, register
      the transfer of any Securities sold hereunder on the Company’s books or records,
      unless such Securities have been transferred in accordance with or pursuant
      to
      (A) the provisions of Regulation S, (B) a registration statement declared
      effective by the Commission or (C) another available exemption from registration
      under the Securities Act.

     

    3.2 Indemnification
      of
      Purchasers.   Subject to the provisions of this Section
      3.4, the Company will indemnify and hold the Purchasers and their directors,
      officers, shareholders, partners, employees and agents (each, a “Purchaser
      Party”) harmless from any and all losses, liabilities, obligations, claims,
      damages, costs and expenses, including all judgments, amounts paid in
      settlements (subject to the provisions below), court costs and reasonable
      attorneys’ fees and costs of investigation that any such Purchaser Party may
      suffer or incur as a result of or relating to (a) any breach of any of the
      representations, warranties, covenants or agreements made by the Company in
      this
      Agreement or (b) any action instituted against a Purchaser, or any of their
      respective Affiliates, by any stockholder of the Company who is not an Affiliate
      of such Purchaser or any other Purchaser, with respect to any of the
      transactions contemplated by the Transaction Documents (unless such action
      is
      based upon a breach of such Purchaser’s representation, warranties or covenants
      under the Transaction Documents or any agreements or understandings such
      Purchaser may have with any such stockholder or any violations by the Purchaser
      of state or federal securities laws or any conduct by such Purchaser which
      constitutes fraud, gross negligence, willful misconduct or
      malfeasance).  If any action shall be brought against any Purchaser
      Party in respect of which indemnity may be sought pursuant to this Agreement,
      such Purchaser Party shall promptly notify the Company in writing, and the
      Company shall have the right to assume the defense thereof with counsel of
      its
      own choosing.  Any Purchaser Party shall have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel shall be at the expense of such Purchaser
      Party except to the extent that (i) the employment thereof has been specifically
      authorized by the Company in writing, (ii) the Company has failed after a
      reasonable period of time to assume such defense and to employ counsel (assuming
      an obligation to so assume the defense) or (iii) in such action there is, in
      the
      reasonable opinion of such separate counsel, a material conflict on any material
      issue between the position of the Company and the position of such Purchaser
      Party.  The Company will not be liable to any Purchaser Party under
      this Agreement (i) for any settlement by an Purchaser Party effected without
      the
      Company’s prior written consent, which shall not be unreasonably withheld or
      delayed, or (ii) to the extent, but only to the extent that a loss, claim,
      damage, judgment or liability is attributable to any Purchaser Party’s breach of
      any of the representations, warranties, covenants or agreements made by the
      Purchasers in this Agreement or in the other Transaction Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.3 Reservation
      of Common
      Stock. As of the date hereof, the Company has reserved and the Company
      shall continue to reserve and keep available at all times, free of preemptive
      rights, a sufficient number of shares of Common Stock for the purpose of
      enabling the Company to issue Shares pursuant to this Agreement and Warrant
      Shares pursuant to any exercise of the Warrants.

     

    3.4 No
      Variable Rate
      Transactions.  In addition to the limitations set forth herein,
      from the Closing Date until one (1) year after the Closing Date, the Company
      shall be prohibited from effecting or enter into an agreement to effect any
      Subsequent Financing involving a “Variable Rate Transaction” (as defined
      below).  The term “Variable Rate Transaction” shall mean a transaction
      in which the Company issues or sells (i) any debt or equity securities that
      are
      convertible into, exchangeable or exercisable for, or include the right to
      receive additional shares of Common Stock either (A) at a conversion, exercise
      or exchange rate or other price that is based upon and/or varies with the
      trading prices of or quotations for the shares of Common Stock at any time
      after
      the initial issuance of such debt or equity securities, or (B) with a
      conversion, exercise or exchange price that is subject to being reset at some
      future date after the initial issuance of such debt or equity security or upon
      the occurrence of specified or contingent events directly or indirectly related
      to the business of the Company or the market for the Common Stock.

     

    ARTICLE
      IV

     

    MISCELLANEOUS

     

    4.1 Fees
      and
      Expenses.  The Company shall pay up to an aggregate of $20,000
      in legal fees actually accrued to one or more legal counsel, mutually chosen
      by
      the Placement Agents, for such counsel’s services in representing the Purchasers
      in connection with this Agreement and the other Transaction
      Documents.  Except as otherwise set forth in this Agreement, each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of this
      Agreement.  The Company shall pay all stamp and other taxes and duties
      levied in connection with the sale of the Securities.

     

    4.2 Entire
      Agreement.  The Transaction Documents, together with the
      exhibits and schedules thereto, contain the entire understanding of the parties
      with respect to the subject matter hereof and supersede all prior agreements
      and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and
      schedules.

     

    4.3 Notices.  Any
      and all notices or other communications or deliveries required or permitted
      to
      be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto or email (if provided by the Purchaser)
      to
      the email address set forth on the signature pages hereto, in each case, prior
      to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day
      after the date of transmission, if such notice or communication is delivered
      via
      facsimile at the facsimile number set forth on the signature pages attached
      hereto or email (if provided by the Purchaser) to the email address set forth
      on
      the signature pages hereto, in each case, on a day that is not a Trading Day
      or
      later than 6:30 p.m. (New York City time) on any Trading Day, (c) the second Trading
      Day
      following the date of mailing, if sent by U.S. nationally recognized overnight
      courier service, or (d) upon actual receipt by the party to whom such notice
      is
      required to be given.  The address for such notices and communications
      shall be as set forth on the signature pages attached hereto.

     

    4.4 Amendments;
      Waivers.  No provision of this Agreement may be waived or
      amended except in a written instrument signed by the Company and Purchasers
      holding a majority of the Shares purchased hereunder and then
      outstanding.  No waiver of any default with respect to any provision,
      condition or requirement of this Agreement shall be deemed to be a continuing
      waiver in the future or a waiver of any subsequent default or a waiver of any
      other provision, condition or requirement hereof, nor shall any delay or
      omission of either party to exercise any right hereunder in any manner impair
      the exercise of any such right.

     

    4.5 Construction.  The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.  The language used in this Agreement will be deemed to be the
      language chosen by the parties to express their mutual intent, and no rules
      of
      strict construction will be applied against any party.

     

    4.6 Successors
      and
      Assigns.  This Agreement shall be binding upon and inure to the
      benefit of the parties and their successors and permitted
      assigns.  The Company may not assign this Agreement or any rights or
      obligations hereunder without the prior written consent of each
      Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.7 No
      Third-Party
      Beneficiaries.  This Agreement is intended for the benefit of
      the parties hereto and their respective successors and permitted assigns and
      is
      not for the benefit of, nor may any provision hereof be enforced by, any other
      Person.

     

    4.8 Governing
      Law.  All questions concerning the construction, validity,
      enforcement and interpretation of the Transaction Documents shall be governed
      by
      and construed and enforced in accordance with the internal laws of the State
      of
      Nevada, without regard to the principles of conflicts of law
      thereof.  Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in British Columbia,
      Canada, for the adjudication of any dispute hereunder or in connection herewith
      or with any transaction contemplated hereby or discussed herein (including
      with
      respect to the enforcement of any of the Transaction Documents), and hereby
      irrevocably waives, and agrees not to assert in any suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of any such
      court, that such suit, action or proceeding is improper or inconvenient venue
      for such proceeding.  Each party hereby irrevocably waives personal
      service of process and consents to process being served in any such suit, action
      or proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice
      thereof.  Nothing contained herein shall be deemed to limit in any way
      any right to serve process in any manner permitted by law.  The
      parties hereby waive all rights to a trial by jury.  If either party
      shall commence an action or proceeding to enforce any provisions of the
      Transaction Documents, then the prevailing party in such action or proceeding
      shall be reimbursed by the other party for its attorneys’ fees and other costs
      and expenses incurred with the investigation, preparation and prosecution of
      such action or proceeding.

     

    4.9 Survival.  The
      representations and warranties of the Company herein shall survive for a period
      of eighteen (18) months after the Closing.

     

    4.10 Execution.  This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement, and subject to Section
      1.4, shall become effective when counterparts have been signed by each party
      and
      delivered to the other party, it being understood that both parties need not
      sign the same counterpart.  In the event that any signature is
      delivered by facsimile transmission, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    4.11 Severability.  If
      any provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    4.12 Rescission
      and Withdrawal
      Right.  Notwithstanding anything to the contrary contained in
      (and without limiting any similar provisions of) the Transaction Documents,
      whenever any Purchaser exercises a right, election, demand or option under
      a
      Transaction Document and the Company does not timely perform its related
      obligations within the periods therein provided, then such Purchaser may rescind
      or withdraw, in its sole discretion from time to time upon timely written notice
      to the Company, any relevant notice, demand or election in whole or in part
      without prejudice to its future actions and rights.

     

    4.13 Replacement
      of
      Securities.  If any certificate or instrument evidencing any
      Securities is mutilated, lost, stolen or destroyed, the Company shall issue
      or
      cause to be issued in exchange and substitution for and upon cancellation
      thereof, or in lieu of and substitution therefor, a new certificate or
      instrument, but only upon receipt of evidence reasonably satisfactory to the
      Company of such loss, theft or destruction and customary and reasonable
      indemnity, if requested by the Company.  The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement
      Securities.

     

    4.14 Remedies.  In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under the Transaction
      Documents.  The parties agree that monetary damages may not be
      adequate compensation for any loss incurred by reason of any breach of
      obligations described in the foregoing sentence and hereby agrees to waive
      in
      any action for specific performance of any such obligation the defense that
      a
      remedy at law would be adequate.

     

    4.15 Payment
      Set
      Aside.  To the extent that the Company makes a payment or
      payments to any Purchaser pursuant to any Transaction Document or a Purchaser
      enforces or exercises its rights thereunder, and such payment or payments or
      the
      proceeds of such enforcement or exercise or any part thereof are subsequently
      invalidated, declared to be fraudulent or preferential, set aside, recovered
      from, disgorged by or are required to be refunded, repaid or otherwise restored
      to the Company, a trustee, receiver or any other person under any law
      (including, without limitation, any bankruptcy law, state or federal law, common
      law or equitable cause of action), then to the extent of any such restoration
      the obligation or part thereof originally intended to be satisfied shall be
      revived and continued in full force and effect as if such payment had not been
      made or such enforcement or setoff had not occurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.16 Independent
      Nature of
      Purchasers’ Obligations and Rights.  The obligations of each
      Purchaser under any Transaction Document are several and not joint with the
      obligations of any other Purchaser, and no Purchaser shall be responsible in
      any
      way for the performance of the obligations of any other Purchaser under any
      Transaction Document.  Nothing contained herein or in any Transaction
      Document, and no action taken by any Purchaser pursuant thereto, shall be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated by the Transaction Document.  Each Purchaser
      shall be entitled to independently protect and enforce its rights, including
      without limitation, the rights arising out of this Agreement or out of the
      other
      Transaction Documents, and it shall not be necessary for any other Purchaser
      to
      be joined as an additional party in any proceeding for such
      purpose.  Each Purchaser has been represented by its own separate
      legal counsel in their review and negotiation of the Transaction
      Documents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

    


    


    


    


    


    


    


    


    


    


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    [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:

    


    Address
      for Notice of Investing Entity:

    


    


    Address
      for Delivery of Securities for Investing Entity (if not same as
      above):

    


    


    


    Subscription
      Amount :

    Units:

    EIN
      Number:

    


    


    


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