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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null, void and no longer applicable, such that, except as provided in this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 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
