Exhibit 10.12
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 owns 2,500,000 (Two million five 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 30, 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 three years following the end of the Restricted
Period, Shareholder will not sell, alienate, pledge, assign, transfer,
convey or in any way encumber more than 200,000 (Two hundred thousand)
shares of the Restricted Shares during any consecutive period of 90
(ninety) days.
3. Paragraphs 1 and 2 shall apply to the Restricted Shares, even after
such shares 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 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.
BRIGHTON CAPITAL, LTD
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
XXXXXXX X. XXXXX
Date: December 8, 2010
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