f8k042610ex10iv_windtamer.htm


     

    Exhibit
10.4

     

    ASSIGNMENT
OF SHARES

    


    This
Assignment of Shares (this “Agreement”) is made effective
as of April 26, 2010 (the “Effective Date”), by Gerald
Brock (“Assignor”) in
favor of WindTamer Corporation, a corporation organized under the laws of the
State of New York (the “Corporation”).

     

    WHEREAS, Assignor is the
founding shareholder of the Corporation, its largest shareholder, and currently
owns 49,050,000 shares of the common
stock, par value $0.0001 per share, of the Corporation (the “Common Stock”);
and

    


    WHEREAS, Assignor has agreed
to contribute 29,050,000 shares of the Common Stock owned by him to the capital
of the Corporation.

    


    NOW, THEREFORE, in
consideration of the foregoing recitals and the other terms and conditions
hereof:

    


    1.           Assignor
hereby irrevocably assigns and transfers to Corporation twenty nine million and
fifty thousand (29,050,000) shares of Common Stock
of the Corporation (collectively, the “Assigned Shares”), standing in
his name on the books of the Corporation, each of which certificates Assignor is
delivering to the Corporation herewith duly executed in blank, and the
Corporation hereby accepts and agrees to such assignment and
transfer.

     

    2.           This
Agreement and the assignment and transfer of the Assigned Shares is effective as
of the Effective Date, and Assignor hereby irrevocably authorizes American Stock
Transfer & Trust Company, LLC, as transfer agent for the Corporation, to
transfer the Assigned Shares on the books and records of the Corporation with
full power of substitution in the premises.

     

    3.           Assignor
represents and warrants to the Company that, as of the Effective
Date:

     

    i.           he
is the sole, legal and beneficial owner of the Assigned Shares;

    


    ii.          neither
he nor the Assigned Shares are subject to a pending, or, to his knowledge,
threatened, claim, proceeding or action; and

    


    iii.         he
has, and will convey to the Company hereunder, good and marketable title to the
Assigned Shares, free and clear of any claims, liens, pledges, security
interests or encumbrances, of any kind.

    


    4.           Assignor
and Corporation each agree that the assignment and transfer of the Assigned
Shares shall be treated as a contribution to the capital of the Corporation for
all purposes.

    


    5.           This
Agreement (i) sets forth the entire agreement between the parties hereto and
supersedes all prior agreements, written or oral, concerning the subject matter
herein, and there are no oral understandings, statements or stipulations bearing
upon the effect of this Agreement which have not been incorporated herein; (ii)
may be modified or amended only by a written instrument signed by all of the
parties; (iii) shall bind and inure to the benefit of the parties and their
respective heirs, successors and assigns; and (iv) may not be assigned by any
party.  Any attempted assignment of this Agreement shall be null and
void.

    


    
      
         


      

      
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    6.           This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York without reference to conflicts of law
principles.  With respect to any matters that may be heard before a
court of competent jurisdiction, the parties consent to the jurisdiction and
venue of the state and federal courts located in Monroe County, New
York.

    


    7.           This
Agreement may be executed simultaneously in one or more counterparts, each one
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  All such counterparts may be delivered
by facsimile or other electronic means and each such electronically delivered
counterpart shall be deemed an original and shall be binding upon the parties
for all purposes herein.

    


    IN WITNESS WHEREOF, the
undersigned have executed this Assignment of Shares to be effective as of the
Effective Date.

     

    
 

    
      
        	 	ASSIGNOR	 
	 	 	 	 
	
                 

              	
                 

              	/s/
      Gerald Brock	 
	 	 	Gerald
      Brock	 
	 	 	 	 
	 	 	 	 
	 	Agreed and accepted
      by:	 
	 	 	
                 

              	 
	 	WINDTAMER
      CORPORATION	 
	 	 	 	 
	 	By:	/s/
      William Schmitz	 
	 	 	William
      Schmitz	 
	 	 	Chief
      Executive Officer	 


      



     

     

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