Exhibit 10.1
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
SHAREHOLDER AGREEMENT
The undersigned shareholder ("Shareholder") of ASPA Gold Corp. (formerly known
as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), for good and
valuable consideration and intending to be legally bound hereby, enters into the
following agreement for the benefit of the Company and all other shareholders of
the Company who enter into substantially similar agreements during the term of
this Agreement.
1. Shareholder has acquired 34,100,000 (Thirty four million one hundred
thousand) restricted shares of Common Stock, US$0.00001 par value, of
the Company (the "Restricted Shares"). Shareholder hereby agrees that,
during the period from the date hereof until November 24, 2012 (the
"Restricted Period"), Shareholder will not sell, alienate, pledge,
assign, transfer, convey or in any way encumber any of the Restricted
Shares.
2. For a period of 2 (Two) years following the end of the Restricted
Period, Shareholder will not sell, alienate, pledge, assign, transfer,
convey or in any way encumber more than 2,000,000 (Two million) shares
of the Restricted Shares during any consecutive period of 90 (ninety)
days.
3. Paragraphs 1 and 2 shall apply to the Restricted Shares of Common
Stock, even after such shares of Common Stock may have become
free-trading pursuant to Rule 144, an effective SEC registration
statement or some other cause. Shareholder understands that the
certificates for the Restricted Shares shall bear a restrictive legend
and that stop transfer instructions shall be issued to the Company's
Transfer Agent.
4. The Company and each other holder of restricted shares of Common Stock
of the Company who executes and delivers a substantially similar
agreement shall each be third party beneficiaries of this Agreement
and shall have standing to enforce this Agreement.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada (other than conflict-of-laws
principles). Shareholder hereby consents to the jurisdiction of the
State and Federal courts sitting in Xxxxx County, Nevada, for all
cases and controversies arising from this Agreement and acknowledges
that said courts are not "inconvenient forums."
IN WITNESS WHEREOF, Shareholder has executed and delivered this Agreement as of
the day and year set forth below.
NORTH AMERICAN GOLD & MINERALS FUND,
A Nevada corporation
By /s/ XXXXXX XXXXX XXXXXXXXX
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XXXXXX XXXXX XXXXXXXXX
Date: December 8, 2010
