SAMOYED ENERGY CORP. Form of Lock-Up Agreement April __, 2008
SAMOYED
ENERGY CORP.
Form
of Lock-Up Agreement
April
__,
2008
Samoyed
Energy Corp.
2440,
00000 Xxxxxx Xxxxxx
Xxxxxxxx,
XX X0X 0X0
Re:
Samoyed
Energy Corp - Lock-Up Agreement
Dear
Sirs:
This
Lock-Up Agreement is being delivered to you in connection with the Stock
Exchange Agreement (the "Exchange Agreement"), dated as of April __, 2008 by
and
among Samoyed Energy Corp. (the "Company") and the shareholders of Advanced
Voice Recognition Systems, Inc. (“AVRS”), with respect to the issuance of
140,000,000 shares of the Company’s common stock (the “Common Stock”) in
exchange for all of the shares of the common stock of AVRS (the “Stock
Exchange”). The Stock Exchange will take place at the closing on the Closing
Date (as defined in the Exchange Agreement). This Lock-Up Agreement, fully
executed by the holders of shares of Common Stock owned by the persons in
amounts set forth in Appendix 1 (collectively, the “Lock-Up Shares”), is to be
delivered to the Company on or before the Closing Date and is a condition of
the
Stock Exchange.
To
induce
the AVRS shareholders to close the Stock Exchange contemplated by the Exchange
Agreement, the undersigned agrees that commencing on the Closing Date and ending
on a date one year from the Closing Date (the "Lock-Up Period"),
the
undersigned will not, without the written consent of the Company, (i) sell,
offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant
any
option to purchase, make any short sale or otherwise dispose of or agree to
dispose of, directly or indirectly, any shares of the Lock-Up Shares, owned
directly by the undersigned (including holding as a custodian) or with respect
to which the undersigned has beneficial ownership within the rules and
regulations of the U.S. Securities and Exchange Commission, or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any shares of the Lock-Up
Shares, owned directly by the undersigned (including holding as a custodian)
or
with respect to which the undersigned has beneficial ownership within the rules
and regulations of the U.S. Securities and Exchange Commission, whether any
such
transaction is to be settled by delivery of such securities, in cash or
otherwise, (collectively, the "Undersigned’s Lock-Up Shares"). This Lock-Up
Agreement shall not apply to any shares of Common Stock acquired by the
undersigned on the open market or otherwise after the Closing Date.
To
facilitate this Lock-Up Agreement, on or before the Closing Date, the
undersigned shareholder shall deliver to ____________ (the “Broker”) the stock
certificate(s) representing the Undersigned’s Lock-Up Shares. The Broker shall
provide a monthly statement to the Company (or another recipient designated
in
writing by the Company) setting forth the aggregate number of Lock-Up Shares
in
the Broker’s possession. The Broker hereby agrees that it will at all times
during the Lock-Up Period retain possession of, and control over, the
Undersigned’s Lock-Up Shares, unless Broker is instructed in writing by the
Company that the Broker may relinquish its possession of, and control over,
the
Undersigned’s Lock-Up Shares. Promptly following the end of the Lock-Up Period,
Broker shall deliver to the undersigned the Undersigned’s Lock-Up Shares then in
the Broker’s possession and under the Broker’s control.
The
foregoing restriction is expressly agreed to preclude the undersigned or any
affiliate of the undersigned from engaging in, without the written consent
of
the Company, any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition
of
the Undersigned’s Lock-Up Shares even if the Undersigned’s Lock-Up Shares would
be disposed of by someone other than the undersigned. Such prohibited hedging
or
other transactions would include, without limitation, any short sale or any
purchase, sale or grant of any right (including, without limitation, any put
or
call option) with respect to any of the Undersigned’s Lock-Up Shares or with
respect to any security that includes, relates to, or derives any significant
part of its value from the Undersigned’s Lock-Up Shares.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Lock-Up Shares (i)
as a bona
fide
gift or
gifts, provided that the donee or donees thereof agree to be bound in writing
by
the restrictions set forth herein or (ii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned,
provided that the trustee of the trust agrees to be bound in writing by the
restrictions set forth herein, and provided further that any such transfer
shall
not involve a disposition for value. For purposes of this Lock-Up Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin. The undersigned now has, and, except as
contemplated by clauses (i) and (ii) above, for the duration of this Lock-Up
Agreement will have, good and marketable title to the Undersigned’s Lock-Up
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the
Undersigned’s Lock-Up Shares except in compliance with the foregoing
restrictions.
The
undersigned understands and agrees that this Lock-Up Agreement is irrevocable
and shall be binding upon the undersigned’s heirs, legal representatives,
successors, and assigns.
This
Lock-Up Agreement may be executed in two counterparts, each of which shall
be
deemed an original but both of which shall be considered one and the same
instrument.
This
Lock-Up Agreement will be governed by and construed in accordance with the
laws
of the State of Colorado, without giving effect to any choice of law or
conflicting provision or rule (whether of the State of Colorado, or any other
jurisdiction) that would cause the laws of any jurisdiction other than the
State
of Colorado to be applied. In furtherance of the foregoing, the internal laws
of
the State of Colorado will control the interpretation and construction of this
Lock-Up Agreement, even if under such jurisdiction's choice of law or conflict
of law analysis, the substantive law of some other jurisdiction would ordinarily
apply.
No
provision of this Lock-Up Agreement may be amended or waived without the written
consent of the Company.
Very
truly yours,
________________________________________
Authorized
Signature
________________________________________
Print
Exact Name of Stockholder
________________________________________
Title
Agreed
to
and Acknowledged:
| SAMOYED ENERGY CORP. | ||
| By: | ||
|
Name:
Title:
|
BROKER:
[________________________]
By:
Name:
Title:
APPENDIX
1
|
Name
of Shareholder
|
Number
of Shares
|
