Shareholder Agreement between ASPA Gold Corp. and Brighton Capital, Ltd.

Summary

This agreement is between ASPA Gold Corp. and Brighton Capital, Ltd., a shareholder owning 2,500,000 restricted shares. The shareholder agrees not to sell, transfer, or encumber any of these shares until November 30, 2012. After that, for three years, no more than 200,000 shares may be sold or transferred in any 90-day period. These restrictions apply even if the shares become freely tradable. The agreement is governed by Nevada law and can be enforced by the company and other similarly bound shareholders.

EX-10.12 13 ex10-12.txt SHAREHOLDER AGREEMENT 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 Clark 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/ Jeffrey B. Wolin - ----------------------------------------- JEFFREY B. WOLIN Date: December 8, 2010 2