September 29, 2008
September
29, 2008
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To:
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0000
X. Xxxx Xxxxx
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Scottsdale,
Arizona 85260
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Attention:
Xxxxxx Xxxxxxxxxx, President &
CEO
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Dear
Ladies and Gentlemen:
This
letter (this “Modification”)
modifies that certain Letter Agreement dated April 28, 2008 (the “Letter
Agreement”) delivered
by the undersigned to Advanced Voice Recognition Systems, Inc. (f/k/a Samoyed
Energy Corp.), a Nevada corporation (the “Company”).
Pursuant
to the Letter Agreement, the undersigned holder of 3,500,000 shares of the
common stock of the Company (“Common
Stock”)
(the
“Holder”)
agreed
to pay to the Company an amount equal to $1,750,000 within ninety (90) days
of
the Closing (as defined in the Stock Exchange Agreement), or in the alternative,
tender to the Company for cancellation two (2) shares of Common Stock for every
$1 not paid, subject to the terms and conditions of the Letter Agreement. The
Holder and the Company wish to amend certain terms of the Letter Agreement
as
specifically set forth herein.
In
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Holder agrees
as follows:
| 1. |
Definitions.
Capitalized terms used herein and not otherwise defined shall have
the
meanings set forth in the Letter Agreement, and the term SMYD Common
Stock
is now referred to as Company Common Stock to reflect the closing
of the
stock exchange as set forth in the Stock Exchange
Agreement.
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| 2. |
Amendments.
Effective as of the date hereof:
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(a)
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The
third paragraph of the Letter Agreement is hereby modified and restated
to
read as follows:
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“The
Holder understands that delivery of this letter agreement (this “Agreement”)
is a
condition to closing the Stock Exchange Agreement. This Agreement sets forth
the
terms and conditions under which the Holder agrees to pay to Company an amount
equal to $1,400,000 within one hundred eighty (180) days of the Closing (as
defined in the Stock Exchange Agreement), or in the alternative, tender to
Company for cancellation two and one-half (2 1/2) shares of Company Common
Stock
for every $1 not paid. All dollar amounts stated in this Agreement are in United
States Dollars.”
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(b)
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Paragraph
1
of
the Letter Agreement is hereby modified and restated to read as
follows:
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“Agreement
to Pay; Forfeiture of Shares; Waiver.
On or
before November 15, 2008, or such other date as the Company and the Holder
agree
(such date to be referred to herein as the “Payment
Date”),
Holder
shall pay to Compamy $1,400,000 ( the “Payment”).
In
the event Company does not receive all of the Payment on or before the Payment
Date, Holder shall tender its shares of Company Common Stock to Company no
later
than the Payment Date for immediate cancellation by Company at a rate of two
and
one-half (2 1/2) shares of Company Common Stock for every $1 not received by
Company on or before the Payment Date. Holder agrees that, in the event it
tenders its shares of Company Common Stock to Company for cancellation, upon
tendering the shares, Holder will not have any claim
against Company, or any affiliate of Company or its predecessors, including
but
not limited to, any claim for stock or other equity interests of any kind,
or
any claim based upon breach of contract, discrimination, violation of public
policy, negligence and/or any other common law, statutory or other claim
whatsoever, and Holder shall not bring any claim or commence any litigation
against Company or any affiliate of Company or any of its affiliates or
precessors relating to any of the foregoing.”
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(c)
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Clause
(b) of Paragraph
2
of
the Letter Agreement is hereby modified and restated to read as
follows:
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“(b)
if
Company receives only a portion of the Payment, Holder shall deliver to Company
certificates representing that number of shares of Company Common Stock equal
to
two and one-half (2 1/2) shares of Company Common Stock for each $1 not paid
to
Company in accordance with this Agreement.”
3.
Representations
and Warranties of Holder.
Holder
has requested this Modification based on Xxxxxx’s need to complete business
transactions unrelated to the Company and the Common Stock. Holder represents
and warrants that he will obtain the funds to make the payment required herein
from those business transactions and that he will not be engaged in the sale
of
any shares of the Common Stock prior to the Payment Date. Holder and the Company
agree that payments may be made by the Holder in installments prior to the
Payment Date.
4.
Governing
Law.
THIS
MODIFICATION SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF COLORADO, WITHOUT REGARD TO THE CONFLICT
OF
LAWS PROVISIONS THEREOF.
5.
Continued
Validity.
The
Letter Agreement (including the provisions of the Agreement not modified
hereby), as modified by this Modification, shall remain in full force and effect
following the execution of this Modification.
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6.
Counterparts.
This
Modification may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same agreement. The exchange of copies of this Modification and
of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Modification as to the parties and may be used in lieu
of
the original Letter Agreement for all purposes. Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures of
all
purposes.
7.
Entire
Agreement. The
Letter Agreement, as modified hereby, represents the entire expression of the
parties with respect to the subject matter hereof on the date of this
Modification. To the extent that any conflict may exist between the provisions
of any other agreement between the parties and the Letter Agreement, as modified
hereby, then the Letter Agreement, as modified hereby, shall
control.
Sincerely,
HOLDER:
/s/
Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx
Date:
September 29, 2008
0000,
00000 Xxxxxx Xxxxxx
Address
Edmonton,
Alberta T5J 3N6
City,
State, Postal or Zip Code, Country
ACKNOWLEDGED
AND AGREED TO BY:
By:
/s/
Xxxxxx Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx, President, Chief
Executive
Officer & Chief Financial Officer
Date:
September 29, 2008
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