EXHIBIT 10.2


	
COMMUNITY PIONEERS, LLC


	
Lock-Up Agreement





 


	
 

	
 


	
Investors of Community Pioneers, LLC

	
December 18,
  2006


	
in relation to the Initial Public Offering

	
 


	
c/o
  Community Pioneers, LLC

	
 


	
987 Valley
  View Road

	
 


	
New Holland,
  PA 17557

	
 


	
(717)
  445-4669

	
 





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 modified except by written instrument executed and delivered by the
party against whom such amendment, change, waiver, alteration or modification
is to be enforced.


WAYNE HOOVER


	
 

	
 


	
/s/ Wayne
  Hoover 

	
 


	


	
 


	
Wayne Hoover

	
 


	
 

	
 


	
/s/ John M.
  Sensenig 

	
 


	


	
 


	
John M.
  Sensenig, Manager and President of

	
 


	
Community
  Pioneers, LLC

	
 





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