COMMUNITY PIONEERS, LLC Lock-Up Agreement
EXHIBIT
10.2
COMMUNITY
PIONEERS, LLC
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.
XXXXX
XXXXXX
/s/
Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
/s/
Xxxx
X.
Xxxxxxxx
Xxxx
X.
Xxxxxxxx, Manager and President of
Community
Pioneers, LLC
2
