SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”) is dated as of November 23,
      2006, 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
      November 23, 2006, the Company and DWM Petroleum AG, a Swiss corporation
      (“DWM”), entered into a Share Exchange Agreement (the “Exchange Agreement”)
      providing, among other things, for the acquisition (the “Acquisition”) of the
      shares of DWM. 

     

    B. The
      consummation of the Acquisition is subject, among other things, to the receipt
      by the Company of commitments hereunder to purchase equity in the Company in
      an
      aggregate amount of at least $10,000,000.

     

    C. 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 ten million (10,000,000)
      units (the “Units”) at a price of $1.00 per Unit. Each Unit consists of (i) 1
      share of Common Stock and (ii) 1⁄2 Series A Warrant exerciseable at $2.00 per
      share (“Series A Warrant”), and (iii) 1⁄2 Series B Warrant exerciseable at $4.00
      per share (“Series B Warrant”) (together the “Warrants”).

     

    D. This
      Agreement (and the information provided herein) assumes, and the consummation
      of
      the transactions contemplated herein is subject to, the consummation of the
      Acquisition.

     

    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. 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 for each Unit purchased by such Purchaser;


    (iii) All
      Series A Warrants, registered in the name of such Purchaser, exercisable
      immediately upon issuance for a term of 2 years after issuance, pursuant to
      which such Purchaser shall have the right to acquire, for each Unit purchased
      by
      such Purchaser, __________ shares of Common Stock at an exercise price of two
      dollars ($2.00) per share, subject to adjustment as provided therein; and


     

    (iv) All
      Series B Warrants, registered in the name of such Purchaser, exercisable
      immediately upon issuance for a term of 3 years after issuance, pursuant to
      which such Purchaser shall have the right to acquire, for each Unit purchased
      by
      such Purchaser, ________ shares of Common Stock at an exercise price of four
      dollars ($4.00) per share, subject to adjustment as provided
      therein.

     

    (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 $10,000,000 in Subscription Amounts from the Purchasers
      hereunder.

     

    
      
        
        

      

      
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    (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.

     


    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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.

     

    
      
        
        

      

      
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    (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.

     

    
      
        
        

      

      
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    (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 7% 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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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:

     

    
      
        
        

      

      
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    (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) pur-suant 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 Se-curities Act, subject to the Company’s right prior to any offer, sale
      or trans-fer 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 Securi-ties 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 Se-curities Act, it
      acknowledges that until the expiration of the one-year “re-stricted 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;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (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:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.
                

            	 


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    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. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    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. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    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.
	 	 	 	 
	 	 	 	
              
 
	By:	 	 	
              
 
	
              
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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    SIGNATURE
      PAGES FOR PURCHASERS FOLLOW]


    
      
        
        

      

      
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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: 

    


     

    [SIGNATURE
      PAGES CONTINUE] 

     

    
      
        
          
          

        

        
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