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LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
effective as of January 31, 2007, by and between Al Hawryluk
(the "Shareholder"), a shareholder of Smart Kids Group, Inc., a
Florida corporation (the ("Company"), and the Company;
WHEREAS, Shareholder beneficially owns 5,500,000 shares of
common stock, $.0001 par value per share of the Company (the
"Common Stock");
WHEREAS, Shareholder understands that the Company needs additional
financing, is in the process of applying for a listing with the
National Association of Securities Dealers (“NASD”),
and believes that a lock-up on transfer of the Shareholder's shares
will improve the Company's prospects for obtaining additional
financing as well as for a listing;
WHEREAS, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Shareholder has agreed to enter
into this Lock-up Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows: 1. Lock-up on Transfer of
Shares (a) The Shareholder agrees not, directly or
indirectly, to sell, offer to sell, contract to sell, assign,
pledge, hypothecate, encumber or otherwise transfer, or enter into
any contract, option or other arrangement or understanding with
respect to the sale, assignment, pledge or other disposition of
(collectively, "Transfer") any rights with respect to (i)
5,500,000 shares of the Common Stock currently owned by
Shareholder for a period commencing on the date hereof and
continuing through January 31, 2009 (the "Lock-up Period") except
as expressly provided herein. The foregoing restriction has been
expressly agreed to preclude Shareholder from engaging in any
hedging or other transaction during the Lock-up Period that is
designed to or reasonably expected to lead to or result in a
Transfer of the Common Stock. Such prohibited hedging or other
transaction would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale, or grant of
any right (including, without limitation, any put or call option)
with respect to the Common Stock or with respect to any security
(other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the
Common Stock.
(b) The Shareholder also agrees and consents to the entry of stop
transfer instructions with the Company's Transfer Agent against the
Transfer of Common Stock held by Shareholder except in compliance
with the terms and conditions of this Lock-up Agreement.
(c) The restrictions contained in this Lock-up Agreement shall
apply to Shareholder with respect to any and all Transfers of any
of the Company's Common Stock with the exception of that Common
Stock acquired by the Shareholder on the open market. Any and all
other transfers are prohibited by this Agreement.
1
2. Early Termination of Lock-Up Period. (a) In
the event any Common Stock of Shareholder is subject to any
involuntary transfer, whether by reason of death, bankruptcy or
divorce proceedings or otherwise, the transferee of such Common
Stock shall take such Common Stock subject to this Lock-up
Agreement. Any purported transfer of any Common Stock of
Shareholder that is not in accordance with this Lock-Up Agreement
shall be null and void, and shall not operate to transfer any
right, title or interest in such Common Stock to the purported
transferee. The Shareholder agrees that the Company shall not cause
or permit the transfer of any Common Stock of Shareholder to be
made on its books unless the transfer is permitted by this Lock-up
Agreement and has been made in accordance with its terms.
(b) The restrictions contained in this Lock-up Agreement shall not
apply to any Transfer by Shareholder with respect to transfers of
any Common Stock acquired on the open market.
3. Representations, Warranties and Covenants of the
Shareholder.
Shareholder repre
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