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FORM OF LOCK-UP AGREEMENT
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 the period set forth herein
(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 (i) 12 months from the date of the c
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