EXHIBIT
10.1
Lock-Up
Agreement
July 10, 2009
WindTamer
Corporation
156 Court
Street, Geneseo, NY 14454
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WindTamer Corporation –
Lock-Up Agreement
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Dear Sirs:
In connection with the
establishment of a public market
trading of shares of common stock (the
“Common Stock”) of WindTamer Corporation and any
successor (by merger or otherwise) thereto (the “Company”), the undersigned agrees
that, commencing on the date that the Common Stock begins trading
on any of the OTC Bulletin Board Market, an over-the-counter
market, any national
securities exchange or quotation service or otherwise (the “Effective Date”), and
during the period specified below (the “Lock-Up
Period”), the undersigned will not, directly or indirectly,
offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of
Common Stock, or securities convertible into or exchangeable
or exercisable for any shares of Common Stock , whether any such aforementioned transaction
is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise, owned
directly or indirectly by the undersigned (including holding as a
custodian) or with respect to which the undersigned has beneficial
ownership within the rules and regulations of the Securities
and Exchange Commission (collectively the
“Undersigned’s Shares”).
The foregoing restriction is
expressly agreed to preclude, without limitation, the undersigned
from engaging in any hedging, swap or other arrangement or
transaction which is designed to or which reasonably could be
expected to lead to, result in or have the same effect of a sale,
transfer or disposition of any of the Undersigned’s Shares
even if such Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions
would include, without limitation, any short sale or any purchase,
sale or grant of any right (including without limitation any put or
call option) with respect to any of the Undersigned’s Shares
or with respect to any security that includes, relates to, or
derives any significant part of its value from such
Shares.
The undersigned agrees not to publicly disclose
during the Lock-Up Period the intention to make or enter into any
such transaction regarding the Undersigned’s Shares
desc
