EXHIBIT 10.4
Lock-Up Agreement
July 10,
2009
WindTamer
Corporation
156 Court
Street, Geneseo, NY 14454
Re: WindTamer Corporation –
Lock-Up Agreement
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 described
in the above paragraphs.
The Lock-Up Period will commence on the date
hereof and continue until the 12-month anniversary of the Effective
Date.
Notwithstanding the foregoing, the undersigned
may transfer the Undersigned’s Shares (i) as a bona
fide gift or gifts to a member
