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void and no longer applicable, such that, except as provided in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, 400 boul. Montpellier
Montreal,
Quebec, Canada H4N 2G7, attention Tony Giuliano;
(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 Securi
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