Exhibit 10.3
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "Lock-up Agreement") is dated as of December
7, 2007, by and among U.S. Sustainable Energy Corp., a Nevada corporation
("USSE"), and Sustainable Power Corp., a Nevada corporation (the "Company").
RECITALS
WHEREAS, pursuant to a Licensing Agreement entered into by the parties in
April 2009, the Company was granted an exclusive worldwide license to distribute
USSE's recycled renewable biofuel;
WHEREAS, USSE received 648,547,740 shares of the Company's common stock as
compensation for the exclusive worldwide license;
WHEREAS, in an attempt to increase shareholder confidence in the Company, USSE
agrees not to sell, offer to sell or otherwise transfer any shares of the
Company's common stock for a period commencing on the date hereof and ending
December 7, 2009 (the "Lock Up Period"); and
WHEREAS, USSE is willing to "lock up" its shares of the Company's common stock
until December 7, 2009 so that the Company's shares have an opportunity to
appreciate without the overhang of USSE's share position in the market.
NOW THEREFORE, in exchange for one dollar ($1.00) paid to USSE by the Company
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
Management Lock-Up. USSE, the beneficial owner of 351,452,260.00 shares of the
------------------
Company's common stock, hereby agrees for a period commencing on the date hereof
and ending on December 7, 2009 (the "Lock-up Period") not to sell, loan, pledge,
assign, transfer, encumber, distribute, grant or otherwise dispose of, directly
or indirectly, or offer, contract or agree to sell or otherwise dispose of (a)
any of the shares it beneficially owns, (b) any options, warrants or rights to
purchase any of such shares, or (c) any shares it hereafter acquires directly or
indirectly during the Lock-up Period, provided the donee(s) thereof agree(s) in
writing to be bound by this Lock-up Agreement.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Management Lock-up Agreement as of December 7, 2007.
SUSTAINABLE POWER CORP. U.S. SUSTAINABLE ENERGY CORP.
By: \s\ Xxxxx Xxxxx By: \s\ Xxxx Xxxxxx
--------------- ---------------
Xxxxx Xxxxx Xxxx Xxxxxx
President Chairman and CEO
