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...
FORM
OF
LOCK-UP AGREEMENT
Date:
____________________
Exchanging
Shareholders referred to below:
Re:
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Share
Exchange Agreement dated November 22, 2006 (the “Agreement”)
by and among, Xxxxx 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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Ladies
and Gentlemen:
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 closing of the Agreement ( the
“Trigger Date”), the restrictions on transfer set forth above shall not apply to
or restrict the sales an amount of Common Stock or Common Stock Equivalents
equal to, in the aggregate in any three (3) month period 3% of the total amount
of Common Stock beneficially owned by the undersigned excluding any shares
included in any registration statement filed by the Company as of the Trigger
Date (the undersigned acknowledges and agrees that the foregoing limits on
dispositions are cumulative and may be carried over from quarter to quarter).
All share amounts shall be subject to adjustment for reverse and forward stock
splits, stock dividends, recapitalizations and the like. Additionally,
the Company may, at any time and at its sole option, remove any and all
restrictions made pursuant to this Letter Agreement so long such removal applies
equally to each of the Exchanging Shareholders.
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, action or proceeding
by
receiving a copy thereof sent to the Company at the address in effect for
notices to it under the Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The undersigned
hereby waives any right to a trial by jury. Nothing contained herein shall
be
deemed to limit in any way any right to serve process in any manner permitted
by
law. The undersigned agrees and understands that this letter does not intend
to
create any relationship between the undersigned and the Exchanging Shareholders
and that the Exchanging Shareholders are not entitled to cast any votes on
the
matters herein contemplated and that no issuance or sale of the Securities
is
created or intended by virtue of this letter.
This
Letter Agreement shall be binding on successors and assigns of the undersigned
with respect to the Securities and any such successor or assign shall enter
into
a similar agreement for the benefit of the Exchanging Shareholders.
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SIGNATURE PAGE FOLLOWS***
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This
letter agreement may be executed in two or more counterparts, all of which
when
taken together may be considered one and the same agreement.
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Signature
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Print
Name
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Position
in Company
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Address
for Notice:
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Number
of shares of Common Stock
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By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this letter agreement.
XXXXX
PETROLEUM CORPORATION
By:_________________________________
Name:
Xxxxxx Xxxxxxxxxx-Xxxxx
Title:
President
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