LOCK-UP AGREEMENT
Exhibit
10.7
Summer Energy,
LLC
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Re:
Lockup of Restricted Common Stock of Castwell Precast Corporation
Ladies and
Gentlemen:
The
undersigned is the owner of __________ shares of restricted common stock of
Castwell Precast Corporation ("Castwell") that were acquired by the undersigned
directly from Castwell without registration in reliance on exemptions from the
registration requirements of the Securities Act of 1933, as amended. As an
inducement to Castwell and Summer Energy, LLC, a Texas limited liability
company ("Summer"), to consummate the transactions contemplated by the
Agreement and Plan of Contribution dated as of January 17, 2012 among Castwell,
Summer and the members of Summer, the undersigned hereby agrees not to sell any
of the shares of restricted Castwell common stock currently owned by the
undersigned in any public market until:
Castwell has become subject to the reporting requirements of section 13
or 15(d) of the Exchange Act; has filed all reports and other materials
required to be filed by section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months (or for such shorter period that Castwell was
required to file such reports and materials), other than Form 8-K reports; and a period of at least one (1) year has elapsed from
the date on which current "Form 10" information has been filed by Castwell
reflecting its acquisition of Summer.
Any
Securities acquired by the undersigned in the open market or in registered
transactions will not be subject to this Agreement. Further, in the event that
any member of Summer who receives shares of Castwell common stock pursuant to
the Contribution Agreement ceases to be bound by resale restrictions identical
to those set forth above, this Agreement shall become null and void effective
as of the date on which such restrictions ceased to apply to such member of
Summer.
This
Agreement shall be binding on the undersigned and the successors, heirs,
personal representatives and assigns of the undersigned.
This
Agreement shall lapse and become null and void if the transactions contemplated
by the Contribution Agreement shall not have been completed on or before April
15, 2012.
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Date: March
27, 2012
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_________________________________
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[Insert
Name]
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