Exhibit 99.1 SUBSCRIPTION AGREEMENT Keystone Mines Limited 1160 - 1040 West Georgia Street Vancouver, British Columbia Canada V6E 4H1 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing...Subscription Agreement • September 29th, 2000 • Keystone Mines LTD
REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of August 11, 2006, by and among Manaris Corporation, a Nevada corporation (the "Company"), and the...Registration Rights Agreement • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
ASSET PURCHASE AGREEMENT FOR THE PURCHASE OF THE ASSETS OF ITF OPTICAL TECHNOLOGIES INC. MCCARTHY TETRAULT LLPAsset Purchase Agreement • April 10th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
SHAREHOLDER AGREEMENT AMONG THE SHAREHOLDERS OF AVENSYS LABORATORIES INC.Shareholder Agreement • April 24th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this 16th day of February, 2005 by and among C-Chip Technologies Corporation, a Nevada corporation (the "Company"), and the "Investors"...Registration Rights Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 7th day of August, 2006. BETWEEN: Tony J. Giuliano 630-44th Avenue Lachine, Quebec H8T 2K8 (Hereinafter referred to as the "Employee")Employment Agreement • October 26th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
OFWarrant Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • New York
PLEDGE AND SECURITY AGREEMENT ----------------------------- PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance herewith and including all attachments, exhibits and schedules hereto,...Pledge and Security Agreement • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
OFWarrant Agreement • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
SECTION IPlacement Agent Agreement • November 20th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Florida
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ENTERED INTO AT MONTREAL ON 11 OCTOBER, 2006Employment Agreement • November 6th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
BETWEENLicense Agreement • April 24th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
TECHNOLOGY LICENSE AGREEMENT made as of December 1, 2006. BETWEEN: C-CHIP TECHNOLOGIES CORPORATION (NORTH AMERICA) INC., a corporation incorporated under the laws of Canada, having its head office at 400 Montpellier Boulevard, Ville St-Laurent,...Technology License Agreement • December 28th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
OFWarrant Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • New York
ADDENDUM TO EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 24th day of October, 2006. BETWEEN: Tony J. Giuliano 630 - 44th Avenue Lachine, Quebec H8T 2K8 (Hereinafter referred to as the "Employee")Employment Agreement • October 26th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
and -Share Purchase and Sale Agreement • February 14th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
EXIBIT 10.50 Form of Registration Rights Agreement dated September 24, 2007Registration Rights Agreement • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2007, is by and between MANARIS CORPORATION, a Nevada corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).
AGREEMENTNote and Warrant Purchase Agreement • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
OFWarrant Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • New York
EXIBIT 10.70 Form of Security Agreement dated September 24, 2007Security Agreement • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 24, 2007 (this “Agreement”), is by and among MANARIS CORPORATION, a Nevada corporation (the “Company”), and each of the direct or indirect subsidiaries of the Company (whether now or hereafter existing, such subsidiaries, the “Subsidiaries” and, collectively with the Company, the “Debtors”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of Imperium Master Fund, Ltd. (“Imperium” and collectively with its permitted successors and assigns, the “Holders”) of the 6% Original Issue Discount Senior Secured Convertible Notes (the “Convertible Notes”) and the Senior Secured Working Capital Notes (the “Working Capital Notes” and, collectively with the Convertible Notes, the “Notes”), issued by the Company on or after the date hereof pursuant to the Securities Purchase and Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and betwee
SECURITY AGREEMENTSecurity Agreement • July 30th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
THIS SECURITY AGREEMENT, dated as of July 24, 2007 (this “Agreement”), is by and among MANARIS CORPORATION, a Nevada corporation (the “Company”), and each of the direct or indirect subsidiaries of the Company (whether now or hereafter existing, such subsidiaries, the “Subsidiaries“ and, collectively with the Company, the “Debtors”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of the holders (such holders, collectively with their permitted successors and assigns, the “Holders”) of the 8.5% Senior Secured Demand Notes (the “Notes”), issued by the Company as of the date hereof, pursuant to the Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”), by and among Company and the investors named therein. Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Note Purchase Agreement. The Holders, Collateral Agent and their endorsees
EXIBIT 10.10 Form of Securities Purchase and Loan Agreement dated September 24, 2007Securities Purchase and Loan Agreement • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
THIS SECURITIES PURCHASE AND LOAN AGREEMENT, dated as of September 24, 2007 (this “Agreement”), is by and between MANARIS CORPORATION, a Nevada corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).
PURCHASE AGREEMENTPurchase Agreement • May 9th, 2005 • C-Chip Technologies Corp • Telephone communications (no radiotelephone) • New York
THIS PURCHASE AGREEMENT ("Agreement") is made as of the ___ day of February, 2005 by and among C-Chip Technologies Corporation, a Nevada corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2002 • Keystone Mines LTD • Gold and silver ores • Nevada
This Agreement sets forth the terms and conditions upon which the Sellers are today selling to the Buyer, and the Buyer is today purchasing from the Sellers 5,000,000 restricted shares of common stock (the "Shares"), $0.00001 par value per share, representing approximately 83.18% of the issued and outstanding shares of capital stock of the Company.
SECTION IPlacement Agent Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • Florida
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 30th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 24, 2007, by and between MANARIS CORPORATION, a Nevada corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
AMENDMENT DATED AS OF AUGUST 29, 2008 TO SHAREHOLDER AGREEMENT made as of April 18, 2006 of ITF Laboratories Inc. (“Shareholder Agreement”)Shareholder Agreement • September 19th, 2008 • Avensys CORP • Telephone communications (no radiotelephone) • Quebec
WHEREAS the parties wish to amend the terms of the put option in favour of the Preferred Holders in the Shareholder Agreement;
REDEMPTION AGREEMENT AND RELEASERedemption Agreement and Release • July 30th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
This Redemption Agreement and Release (the “Agreement”) is dated as of July ___, 2007 and is made by and between _______________ (the “Purchaser”) and Manaris Corporation, a Nevada corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • December 17th, 2007 • Manaris Corp • Telephone communications (no radiotelephone)
Agreement of Merger and Plan of Merger and Reorganization dated November 20, 2007 and between Manaris Corporation., a Nevada corporation ("Manaris") and Avensys Corporation, a Nevada corporation ("Avensys ").
CONFIDENTIAL AGREEMENT, FINAL RELEASE AND INDEMNITY AGREEMENT (the "AGREEMENT") BETWEENConfidential Agreement, Final Release and Indemnity Agreement • September 22nd, 2005 • Manaris Corp • Telephone communications (no radiotelephone)
EXIBIT 10.60 Form of Working Capital Note dated September 24, 2007Senior Secured Working Capital Note • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York
The Company has issued this Senior Secured Working Capital Note (this “Note”) pursuant to a Securities Purchase and Loan Agreement, dated as of September 24, 2007 (the “Loan Agreement”). The Senior Secured Working Capital Notes issued by the Company pursuant to the Loan Agreement, including this Note, are collectively referred to herein as the “Notes”.
ARTICLE IConvertible Promissory Note • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
Execution Copy ASSET PURCHASE AGREEMENT FOR THE PURCHASE OF THE ASSETS OF WILLER ENGINEERING LIMITED March 11, 2008Asset Purchase Agreement • March 14th, 2008 • Avensys CORP • Telephone communications (no radiotelephone) • Ontario
Between: Avensys Inc., (“Purchaser”) a company incorporated under Part 1A of the Companies Act (Quebec), having its head office at 400, Montpellier Boulevard, Montreal, Quebec, H4N 2G7, herein acting and represented by its duly authorized representative as he so declares;
Strategic Alliance Agreement between 7bridge Capital Partners Limited and C-Chip Technologies Corporation dated: ____________________ CONFIDENTIAL 7bridge Capital Partners Limited Suite 1304 Kinwick Centre 32 Hollywood Road Central, Hong Kong Voice...Strategic Alliance Agreement • February 11th, 2004 • C-Chip Technologies Corp • Telephone communications (no radiotelephone) • Colorado
7bridge Capital Partners Limited, a company incorporated in the Hong Kong Special Administrative Region of The People's Republic of China and having its principal office at Suite 1304 Kinwick Centre, 32 Hollywood Road, Central, Hong Kong ("7bridge") of the first part;
SECTION IPlacement Agent Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • Florida
