COMMUNITY PIONEERS, LLC Lock-Up Agreement

 EXHIBIT
        10.1
 
COMMUNITY
        PIONEERS, LLC
Lock-Up
        Agreement

Investors
        of Community Pioneers, LLC    December
        18, 2006
in
        relation to the Initial Public Offering
c/o
        Community Pioneers, LLC
000
        Xxxxxx Xxxx Xxxx
Xxx
        Xxxxxxx, XX 00000
(000)
        000-0000


        

            
              Re:
              Initial
                  Public Offering of Preferred Units and Common Units of Community
                  Pioneers,
                  LLC

            

      

Ladies
        and Gentlemen:

The
        undersigned prior to the initial public offering is owner of record or
        beneficially of certain Convertible Preferred Limited Liability Company
        Membership Units (“Preferred
        Units”)
        and/or
        Common Limited Liability Company Membership Units (“Common
        Units”)
        of
        Community Pioneers, LLC (the “Company”).
        The
        undersigned understands that the purchasers (the “Investors”)
        of the
        Company’s Preferred Units and/or Common Units in connection with the initial
        public offering will rely on the representations made hereby by the undersigned
        in respect to the undersigned’s ownership of Preferred Units and/or Common Units
        prior to the initial public offering. 

In
        consideration of the agreement of the Investors to purchase the Company’s
        Preferred Units and/or Common Units pursuant to the Company’s initial public
        offering, and other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, the undersigned hereby agrees that during
        the
        period commencing on the date hereof and continuing to and including two
        years
        after the effectiveness of the registration statement filed by the Company
        (the
“Lock-Up
        Period”),
        the
        undersigned will not, and will not cause any spouse, any immediate family
        member
        of the spouse or the undersigned living in the undersigned’s household or any
        Affiliate (as hereinafter defined) of the undersigned not to, (i) directly
        or
        indirectly, sell, offer, contract or grant any option to sell (including
        without
        limitation any short sale), pledge, lend, transfer, establish an open “put
        equivalent position” within the meaning of Rule 16a-1(h) under the Securities
        Exchange Act of 1934, as amended, give, donate, or otherwise dispose of,
        directly or indirectly, any of the Company’s Preferred Units and/or Common
        Units, options or warrants to acquire units of the Company’s Preferred Units
        and/or Common Units, or securities exchangeable or exercisable for or
        convertible into the Company’s Preferred Units and/or Common Units currently or
        hereafter owned either of record or beneficially (as defined in Rule 13d-3
        under
        the Securities Exchange Act of 1934, as amended) by the undersigned (or such
        spouse or family member), or publicly announce an intention to do any of
        the
        foregoing or (ii) enter into any swap or other agreement that transfers,
        in
        whole or in part, any of the economic characteristics of ownership of the
        Company’s Preferred Units and/or Common Units, or publicly announce an intention
        to do any of the foregoing. For purposes of this agreement, the undersigned’s
        Affiliates shall include any legal entity, including any corporation, limited
        liability company, partnership, estate planning vehicle or trust, which is
        directly or indirectly owned or controlled by the undersigned or his or her
        descendants or spouse, or which is under joint control or ownership with
        any
        other person or entity subject to a lock-up agreement regarding the Company’s
        units.

The
        undersigned agrees and consents to the to the entry of stop transfer
        instructions with the Company against the transfer of Preferred Units and/or
        Common Units or other securities convertible into or exchangeable or exercisable
        for Preferred Units and/or Common Units held by the undersigned except in
        compliance with the foregoing restrictions.

This
        agreement will terminate upon the expiration of the Lock-Up Period.

The
        undersigned understands that the Company is relying upon this agreement in
        proceeding towards consummation of the offering of Preferred Units (convertible
        into Common Units). This agreement is irrevocable and will be binding on
        the
        undersigned and the respective successors, heirs, personal representatives,
        and
        assigns of the undersigned.


          

          

            
          

          
This
        letter shall be governed by and interpreted and construed in accordance with
        the
        laws of the Commonwealth of Pennsylvania, without regard to the conflicts
        of law
        provisions thereof to the extent such principles or rules would require or
        permit the application of the laws of another jurisdiction.

No
        term
        or provision of this letter agreement may be amended, changed, waived, altered
        or modifies except by written instrument executed and delivered by the party
        against whom such amendment, change, waiver, alteration or modification is
        to be
        enforced.
 
XXXX
        X.
        XXXXXXXX

/s/
        Xxxx
        X.
        Xxxxxxxx                       

          
        
Xxxx
        X.
        Xxxxxxxx
 
 
/s/
        Xxxx
        X.
        Xxxxxxxx                                         

        
      
Xxxx
        X.
        Xxxxxxxx, Manager and President of
Community
        Pioneers, LLC


          
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COMMUNITY PIONEERS, LLC Lock-Up Agreement

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