Lock-up Agreement
________________,
2008
Crusader
Securities, Inc.
000
Xxxx
Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
XX 00000
Ladies
and Gentlemen:
This
letter is being delivered to you in connection with the proposed Underwriting
Agreement (the “Underwriting Agreement”), between Renewable Energy Acquisition
Corp., a corporation organized under the laws of Nevada (the “Company”), and you
as the Underwriter relating to an underwritten public offering of Units
consisting of one share of the Company’s common stock, par value $0.001 per
share (the “Common Stock”) and two warrants, each to purchase one share of
Common Stock, of the Company.
In
order
to induce you to enter into the Underwriting Agreement, the undersigned will
not, without your prior written consent, offer, sell, contract to sell, pledge
or otherwise dispose of, (or enter into any transaction which is designed to,
or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
with respect to, any shares of capital stock of the Company or any securities
convertible into, or exercisable or exchangeable for such capital stock, or
publicly announce an intention to effect any such transaction, for a period
of
180 days after the date of the Underwriting Agreement (the “Restricted Period”);
provided however that the foregoing sentence shall not apply to (A) shares
of
Common Stock disposed of as bona fide gifts approved in writing by the
Underwriter, (B) any transfer for estate planning purposes of shares of Common
Stock to persons immediately related to such transferor by blood, marriage
or
adoption, (C) any trust solely for the benefit of such transferor and/or the
persons described in the preceding clause, or (D) the exercise of an option
granted by one or more of the Initial Stockholders to a third party prior to
the
date hereof; provided, however, that with respect to each of the transfers
described in clauses (A), (B), (C) and (D) of this sentence, (i) prior to such
transfer, the transferee of such transfer, or the trustee or legal guardian
on
behalf of any transferee, agrees in writing to be bound by the terms of this
letter and (ii) no filing by any party under the Exchange Act shall be required
or shall be voluntarily made in connection with such disposition or transfer.
The
term
the “Restricted Period” means the period commencing on the date hereof and
ending 180 days after the date of the Underwriting Agreement, except that if
(a)
during the last 17 days of the Restricted Period the Company issues an earnings
release or material news or a material event relating to the Company occurs
or
(b) prior to the expiration of the Restricted Period the Company announces
that
it will release earnings results during the 16 day period beginning on the
last
day of the Restricted Period, then the Restricted Period shall end on and
include the 18th day following the date of the issuance of the earnings release
or the occurrence of the material news or material event.
If
for
any reason the Underwriting Agreement shall be terminated prior to the Closing
Date (as defined in the Underwriting Agreement), the agreement set forth above
shall likewise terminate and be of no force or effect.
Yours
very truly,
Xxxxxxx
X. Xxxxxxx
0000
Xxxx
Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx,
XX 00000
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