Unassociated Document


     

    SAMOYED
      ENERGY CORP.

     

    Form
      of Lock-Up Agreement

     

    April
      __,
      2008

     

    Samoyed
      Energy Corp.

    2440,
      10303 Jasper Avenue

    Edmonton,
      AB T5J 3N6

    


    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