8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 10, 2009     

WINDTAMER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

000-53510	16-1610794
(Commission File Number)	(IRS Employer Identification No.)
6053 Ely Avenue, Livonia, New York	14487
(Address of Principal Executive Offices)	(Zip Code)

(585) 346-6442

(Registrant’s Telephone Number, Including Area Code)

 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

      ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2009, WindTamer Corporation (the “Company”) entered into a Lock-Up Agreement with Gerald E. Brock (Chief Executive Officer and a director of the Company), in the form attached as Exhibit 10.2 hereto, Jesse Brock (a former consultant to the Company and son of Gerald E. Brock) in the form attached as Exhibit 10.4 hereto, Eugene R. Henn (a director of the Company) George Naselaris (a director of the Company), Anthony C. Romano, Jr. (a director of the Company) each in the form attached as Exhibit 10.1 hereto, and John Schwartz (Chief Operating Officer of the Company) in the form attached as Exhibit 10.3 hereto.

Among other things, and subject to certain exceptions, under the Lock-Up Agreements these individuals have agreed that they 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.  The restrictions with respect to each individual other than Mr. Brock commence on the date that the Common Stock of the Company begins trading on any of the OTC Bulletin Board, an over-the-counter market, any national securities exchange or quotation service or otherwise, and until twelve months from such date.  The restrictions with respect to Mr. Brock last for 18 months from such date.  The Lock-Up Agreement for Mr. Schwartz also provides for the ability to make limited sales during the lock-up period such that he may, subject to the Company’s Insider Trading Policy, sell (1) shares up to $50,000 in gross proceeds between the six-month and nine-month anniversaries of the effective date but in no event more than 50,000 shares, and (2) shares up to $50,000 in gross proceeds between the nine-month and twelve-month anniversaries of the effective date but in no event more than 50,000 of the shares. The Lock-up Agreement for Jesse Brock applies to shares acquired after July 7, 2009, not underlying current options. It provides for the ability to make limited sales during the lock-up period such that he may, subject to the Company’s Insider Trading Policy, sell (1) shares up to $250,000 in gross proceeds between the six-month and twelve-month anniversary of the effective date but in no event more than 250,000 shares, (2) shares up to $250,000 in gross proceeds between the twelve-month and eighteen-month anniversary of the effective date but in no event more than 250,000 shares, (3) any or all of the 200,000 shares held by him as of July 7, 2009, and (4) any or all of the 400,000 shares acquired upon the exercise of stock options held as of July 7, 2009 (where shares sold pursuant to (3) or (4) will not be applied to (1) and (2)).

Forward-Looking Statements

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby.  These forward-looking statements include, but are not limited to, statements regarding the expected listing of the Company’s Common Stock and/or statements preceded by, followed by or that include the words “believes,” “could,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “seeks,” or similar expressions. Forward-looking statements deal with the Company’s current plans, intentions, beliefs and expectations. Investors are cautioned that all forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.  As a result, there can be no assurance that any or all of the plans, orders, anticipated sales and expectations described in these forward-looking statements will be completed or realized.  Many of these risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission (the “SEC”), and in any subsequent reports filed with the SEC, all of which are available at the SEC’s website at www.sec.gov.  These include without limitation the risk that the Company’s Common Stock does not become listed. All forward-looking statements speak only as of the date of this report and the Company undertakes no obligation to update such forward-looking statements.

Item 9.01

(d)           Exhibits

Exhibit Number	Description
10.1	Form of Lock-Up Agreement for Eugene R. Henn, George Naselaris and Anthony C. Romano, Jr., each dated as of July 10, 2009.
10.2	Lock-Up Agreement for Gerald E. Brock dated as of July 10, 2009.
10.3	Lock-Up Agreement for John Schwartz dated as of July 10, 2009.
10.4	Lock-Up Agreement for Jesse Brock dated as of July 10, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WINDTAMER CORPORATION
Date:  July 15, 2009	/s/ Gerald E. Brock
	Name:	Gerald E. Brock
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Lock-Up Agreement for Eugene R. Henn, George Naselaris and Anthony C. Romano, Jr., each dated as of July 10, 2009.
10.2	Lock-Up Agreement for Gerald E. Brock dated as of July 10, 2009.
10.3	Lock-Up Agreement for John Schwartz dated as of July 10, 2009.
10.4	Lock-Up Agreement for Jesse Brock dated as of July 10, 2009.

EX-10.1

EXHIBIT 10.1

Lock-Up Agreement

July 10, 2009

WindTamer Corporation

156 Court Street, Geneseo, NY 14454

Re:  WindTamer Corporation – Lock-Up Agreement

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.

		Very truly yours,
		Eugene R. Henn
		Exact Name of Shareholder
		/s/ Eugene R. Henn	†
		Authorized Signature
		Member of the Board of Directors
		Title
Agreed to and Acknowledged:
WINDTAMER CORPORATION
By:	/s/ Gerald Brock
	Name: Gerald Brock
	Title:   Chief Executive Officer

______________

† The same form of agreement was also executed by George Naselaris and Anthony C. Romano, Jr.

EX-10.2

EXHIBIT 10.2

Lock-Up Agreement

July 10, 2009

WindTamer Corporation

156 Court Street, Geneseo, NY 14454

Re:  WindTamer Corporation – Lock-Up Agreement

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 18-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.

		Very truly yours,
		Gerald E. Brock
		Exact Name of Shareholder
		/s/ Gerald E. Brock
		Authorized Signature
		Chief Executive Officer
		Title
Agreed to and Acknowledged:
WINDTAMER CORPORATION
By:	/s/ John Schwartz
	Name: John Schwartz
	Title:   Chief Operating Officer

EX-10.3

EXHIBIT 10.3

Lock-Up Agreement

July 10, 2009

WindTamer Corporation

156 Court Street, Geneseo, NY 14454

Re:  WindTamer Corporation – Lock-Up Agreement

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.

Notwithstanding anything to the contrary contained herein, the undersigned may, subject to the Company’s Insider Trading Policy, sell (1) such number of the Undersigned’s Shares to generate $50,000 in gross proceeds between the six-month anniversary of the Effective Date and the nine-month anniversary of the Effective Date but in no event more than 50,000 of the Undersigned’s Shares, and (2) such number of the Undersigned’s Shares to generate $50,000 in gross proceeds between the nine-month anniversary of the Effective Date and the 12-month anniversary of the Effective Date but in no event more than 50,000 of the Undersigned’s Shares.

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.

		Very truly yours,
		John Schwartz
		Exact Name of Shareholder
		/s/ John Schwartz
		Authorized Signature
		Chief Operating Officer
		Title
Agreed to and Acknowledged:
WINDTAMER CORPORATION
By:	/s/ Gerald Brock
	Name: Gerald Brock
	Title:   Chief Executive Officer

EX-10.4

EXHIBIT 10.4

Lock-Up Agreement

July 10, 2009

WindTamer Corporation

156 Court Street, Geneseo, NY 14454

Re:  WindTamer Corporation – Lock-Up Agreement

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. 

Notwithstanding anything to the contrary contained herein, the undersigned may, subject to the Company’s Insider Trading Policy, sell (1) such number of the Undersigned’s Shares to generate $250,000 in gross proceeds between the six-month anniversary of the Effective Date and the twelve-month anniversary of the Effective Date but in no event more than 250,000 of the Undersigned’s Shares, (2) such number of the Undersigned’s Shares to generate $250,000 in gross proceeds between the 12-month anniversary of the Effective Date and the 18-month anniversary of the Effective Date but in no event more than 250,000 of the Undersigned’s Shares, (3) any or all of the 200,000 Undersigned’s Shares held as of July 7, 2009, and (4) any or all of the 400,000 Undersigned’s Shares acquired upon the exercise of stock options held as of  July 7, 2009.  For purposes of this paragraph, shares sold under (3) or (4), above, shall not be applied towards (1) and (2), above.

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.

Very truly yours,

Jesse Brock

Exact Name of Shareholder

/s/ Jesse Brock

Authorized Signature

Agreed to and Acknowledged:

WINDTAMER CORPORATION

By:	/s/ Gerald Brock
	Name: Gerald Brock
	Title:   Chief Executive Officer