COMMON STOCK PURCHASE WARRANT (SERIES B) To Purchase ___ Shares of Common Stock of MANAS PETROLEUM CORPORATIONExpress Systems Corp • April 17th, 2007 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Exercise Date”) and on or prior to the close of business on the third anniversary of the Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Manas Petroleum Corporation, a Nevada corporation (the “Company”), in the aggregate, up to ___________ shares (the “Warrant Shares”) of Common Stock, $.001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2007 • Express Systems Corp • Services-business services, nec • Nevada
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”).
ESCROW AGREEMENTEscrow Agreement • April 17th, 2007 • Express Systems Corp • Services-business services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of December___, 2006, by and among Manas Petroleum Corporation (f/k/a Express Systems Corporation), a Nevada corporation (the “Company”), the parties listed as “Purchasers” on the signature pages hereto (the “Purchasers”), and Rubin, Bailin, Ortoli LLP, as Escrow Agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement referred to in the first recital or the Share Exchange Agreement referred to in the fourth recital, as applicable.
Re: Share Exchange Agreement dated November 22, 2006 (the “Agreement”) by and among, Manas Petroleum Corporation (formerly known as Express Systems Corporation) (the “Company”), DWM Petroleum AG (“DWM Petroleum”) and the Exchanging Shareholders...Letter Agreement • April 17th, 2007 • Express Systems Corp • Services-business services, nec • Nevada
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Exchanging Shareholders and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, United States of America, without regard to the principles of conflicts of laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction of the provincial 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, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, a
ContractPrivate Placement Subscription Agreement • April 17th, 2007 • Express Systems Corp • Services-business services, nec • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
Re: Share Exchange Agreement dated November 22, 2006 (the “Agreement”) by and among, Manas Petroleum Corporation (formerly known as Express Systems Corporation) (the “Company”), DWM Petroleum AG (“DWM Petroleum”) and the Exchanging Shareholders...Letter Agreement • April 17th, 2007 • Express Systems Corp • Services-business services, nec • Nevada
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Exchanging Shareholders and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, United States of America, without regard to the principles of conflicts of laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction of the provincial 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, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, a
