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FORM OF LOCK-UP AGREEMENT
Date:
____________________
Exchanging
Shareholders referred to below:
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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 signatory thereto (each, an “
Exchanging Shareholder ” and collectively referred to
as the “ Exchanging Shareholders ”)
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Defined terms not otherwise defined herein (the
“ Letter Agreement ”) shall have the meanings
set forth in the Agreement. The undersigned irrevocably agrees with
the Exchanging Shareholders that, for a period of three (3) years
from the date of the closing of the Agreement (such period, the
“ Restriction Period ”), the undersigned will
not offer, sell, contract to sell, pledge or otherwise dispose of,
or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any
affiliate of the undersigned, directly or indirectly, (otherwise
than in the filing of a registration statement with the U.S.
Securities and Exchange Commission by the Company) in respect of,
or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section
16 of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder with respect to, any shares of
Common Stock or Common Stock Equivalents beneficially owned, held
or hereafter acquired by the undersigned (the “
Securities ”). Beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act. In
order to enforce this covenant, the Company will impose irrevocable
stop-transfer instructions preventing the transfer agent from
effecting any actions in violation of this agreement.
Notwithstanding the foregoing and subject to the
limitations and requirements of Rule 144 of the Securities Act of
1933, as amended (“Securities Act”), after the date
which is a full twenty (20) months from the date of the
clos
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