Lock-Up Agreement
EXHIBIT 10.1
July 10, 0000
XxxxXxxxx
Xxxxxxxxxxx
000 Xxxxx
Xxxxxx, Xxxxxxx, XX 00000
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Re:
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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 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 of members of the immediate family of the undersigned, provided that the
donee or donees thereof agree to be bound in writing by the restrictions set
forth herein or (ii) to any trust for the direct or indirect benefit of the
undersigned or members of the immediate family of the undersigned, provided that
the trustee of the trust agrees to be bound in writing by the restrictions set
forth herein, and provided further that any such transfer shall not involve a
disposition for value. For purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.
The undersigned represents and warrants
that he now has, and, except as contemplated by clauses (i) and
(ii) in the above paragraph, for the duration of this Lock-Up Agreement
will have, good and marketable title to the Undersigned’s Shares, free and clear
of all liens, encumbrances, and claims whatsoever.
The undersigned also agrees and consents
to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the Undersigned’s Shares except in compliance
with the foregoing restrictions. The Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares of
Common Stock if such transfer would constitute a violation or breach of this
Lock-Up Agreement.
In
addition, the undersigned agrees that, he will not, during the Lock-Up Period,
make any demand for or exercise any right with respect to, the registration of
any Securities or any security convertible into or exercisable or exchangeable
for the Securities.
The undersigned understands and agrees
that this Lock-Up Agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors, and
assigns.
This Lock-Up Agreement may be executed
in two counterparts, each of which shall be deemed an original but both of which
shall be considered one and the same instrument.
This Lock-Up Agreement will be governed
by and construed in accordance with the laws of the State of New York, without
giving effect to any choice of law or conflicting provision or
rule (whether of the State of New York or any other jurisdiction) that
would cause the laws of any jurisdiction other than the State of New York to be
applied. In furtherance of the foregoing, the internal laws of the State
of New York will control the interpretation and construction of this Lock-Up
Agreement, even if under such jurisdiction’s choice of law or conflict of law
analysis, the substantive law of some other jurisdiction would ordinarily
apply.
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Very truly
yours,
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Xxxxxx
X. Xxxx
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Exact Name of
Shareholder
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/s/
Xxxxxx X. Xxxx
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† | |||
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Authorized
Signature
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Member of the Board of
Directors
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Title
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Agreed to and
Acknowledged:
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WINDTAMER
CORPORATION
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By:
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/s/ Xxxxxx Xxxxx | |||
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Name: Xxxxxx
Xxxxx
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Title: Chief Executive
Officer
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______________
† The same form of agreement
was also executed by Xxxxxx
Xxxxxxxxx and Xxxxxxx X. Xxxxxx, Xx.
