REDEMPTION AGREEMENT AND RELEASE
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”).
WHEREAS,
the
Company issued to the Purchaser an aggregate of $[_________] principal amount
of
Series B Subordinated Secured Convertible Promissory Notes (collectively the
“Notes”), and an aggregate of $[_________] principal amount of Original Issue
Discount Series B Subordinated Secured Convertible Promissory Notes pursuant
to
the Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated August
11, 2006 (collectively the “OID Notes”);
WHEREAS,
the
Company issued to the Purchaser an aggregate of [_________] four year warrants
to purchase shares of the Company’s common stock, $0.001 par value per share
(the “Common Stock”), exercisable at $0.45 per share (collectively the “Series Z
Warrants”), and an aggregate of [_________] four year warrants to purchase
shares of the Company’s Common Stock exercisable at $0.65 per share
(collectively the “Series Y Warrants;” the Series Y Warrants and the Series Z
Warrants, shall collectively be referred to as the “Warrants”); the Warrants,
the Notes and the OID Notes shall collectively be referred to as the
“Securities”);
WHEREAS,
the
Company desires to purchase from the Purchaser (i) all of the Notes, (ii) all
of
the OID Notes, and (iii) Warrants which represent 50% of the Series Z Warrants
and 50% of the Series Y Warrants pursuant to the terms set forth herein;
and
WHEREAS,
the
Company desires to (a) reduce the exercise price of (i) Series Z Warrants held
by the Purchaser from $0.45 to $0.11, and (ii) Series Y Warrants held by the
Purchaser from $0.65 to $0.11, and (b) provide for Section 4 of the Warrants
as
applicable to the remaining Warrants held by the Purchaser to be considered
null, void and no longer applicable, such that, except as provided in this
Agreement, there shall not be any additional adjustment of the exercise price
of
the Warrants.
NOW,
THEREFORE,
in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented
to
and agreed by and among the Purchaser and the Company as follows:
1. The
Company and the Purchaser agree that (i) the outstanding principal balance
of
the Notes and all interest accrued and unpaid thereon is $[_________] (the
“Outstanding Notes”), (ii) the outstanding principal balance of the OID Notes
and all interest accrued and unpaid thereon is $[_________] (the “Outstanding
OID Notes”), (iii) the Purchaser is the holder of [_________] Series Z Warrants,
and (iv) the Purchaser is the holder of [_________] Series Y
Warrants.
2. (a) Upon
execution of this Agreement, the Purchaser shall surrender and return to the
Company via overnight delivery the original Notes, the OID Notes, and Warrants
to the following address: Manaris Corporation, 000 xxxx. Xxxxxxxxxxx Xxxxxxxx,
Xxxxxx, Xxxxxx X0X 0X0, attention Xxxx Xxxxxxxx;
(b) Upon
execution of this Agreement, the exercise price of the remaining balance of
the
Series Z Warrants held by the Purchaser shall be reduced from $0.45 to $0.11,
and the exercise price of the remaining balance of the Series Y Warrants held
by
the Purchaser shall be reduced $0.65 to $0.11 (collectively the “New Exercise
Price”);
(c) Within
three (3) days of execution of this Agreement, the Company shall delivery to
the
Purchaser via overnight delivery the remaining balance of the Warrants
reflecting the New Exercise Price; and
(d) Upon
execution of this Agreement, Section 4 of the Warrants as applicable to the
remaining Warrants held by the Purchaser shall be considered null, void and
no
longer applicable, such that, except as provided in this Agreement, there shall
not be any additional adjustment of the exercise price of the
Warrants.
3. Within
three (3) business days from execution of this Agreement and upon receipt of
the
original Securities, the Company shall pay, or shall instruct its authorized
agents to pay, to the Purchaser the sum of $_____________, equal to One Hundred
and Six (106%) Percent of the aggregate principal amounts of the Outstanding
Notes and the Outstanding OID Notes, by wire transfer to the Purchaser’s bank
and account as set forth on Schedule A hereto.
4. In
consideration of the foregoing, the Purchaser releases and discharges the
Company, the Company’s officers, directors, principals, control persons, past
and present employees, insurers, successors, and assigns (the Company “Parties”)
from all actions, cause of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, in law, admiralty or equity, which
against the Company Parties ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever, whether
or not known or unknown, from the beginning of the world to the day of the
date
of this Release arising under the Securities.
5.
In
consideration of the foregoing, the Company releases and discharges the
Purchaser, the Purchaser’s officers, directors, principals, managers, control
persons, past and present employees, insurers, successors, and assigns (the
“Purchaser Parties”) from all actions, cause of action, suits, debts, dues, sums
of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, in law, admiralty or
equity, which against the Purchaser Parties ever had, now have or hereafter
can,
shall or may, have for, upon, or by reason of any matter, cause or thing
whatsoever, whether or not known or unknown, from the beginning of the world
to
the day of the date of this Release arising under the Securities.
6. The
Company and the Purchaser each understand and agree that this Agreement
(including all of its terms) is forever deemed confidential between them. Except
as required under the statutes, rules or regulations of any federal or state
government, government agency or court of competent jurisdiction, each of the
Company and the Purchaser, and their respective counsel, shall not disclose
or
divulge any of the matters underlying this Agreement, or any of the terms or
substance of this Agreement to others.
All
inquiries, if any, regarding the other party’s performance shall be responded to
promptly. Each party shall furnish the other party with a written copy of each
and every written response; or, if such response was oral the date, time and
person to whom a response was given.
7. All
parties acknowledge and represent that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully
and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
8. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or oral. Each of the
parties hereto acknowledges that neither any of the parties hereto, nor agents
or counsel of any other party whomsoever, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein concerning
the
subject hereto, to induce it to execute this Agreement and acknowledges and
warrants that it is not executing this Agreement in reliance on any promise,
representation or warranty not contained herein.
9. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.
10. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms
or
provisions shall not be affected thereby and said illegal or invalid part,
term
or provision shall be severed and deemed not to be part of this
Agreement.
11. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of
New
York or in the federal courts located in the state of New York. Both parties
and
the individuals executing this Agreement and other agreements on behalf of
the
Company agree to submit to the jurisdiction of such courts and waive trial
by
jury. The prevailing party shall be entitled to recover from the other party
its
reasonable attorney’s fees and costs.
12. This
Agreement may be executed in counterparts, each of which, when all parties
have
executed at least one such counterpart, shall be deemed an original, with the
same force and effect as if all signatures were appended to one instrument,
but
all of which together shall constitute one and the same Agreement.
[Remainder
of Page Left Intentionally Blank]
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first indicated
above.
| Name of Purchaser: | ||||
| [___________________________] | ||||
| By: | ||||
| Name: |
|
|||
| Title: | ||||
| MANARIS CORPORATION | ||||
| By: | ||||
| Name: |
Xxxx X. Xxxxxx |
|||
| Title: | Chief Executive Officer | |||
Schedule
A
| Bank: | ||
| Branch Address: | ||
| Account Name: | ||
| Account Number: | ||
| Routing Number: | ||
| Remark: | Manaris Corporation/Redemption of Securities |
