EXHIBIT 10.1
COMMUNITY PIONEERS, LLC
Lock-Up Agreement
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Investors of Community
Pioneers, LLC
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December 18, 2006
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in relation to the Initial
Public Offering
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c/o Community Pioneers,
LLC
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987 Valley View Road
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New Holland, PA 17557
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(717) 445-4669
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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 Rul