Chatsworth Data Solutions, Inc. 20710 Lassen Street Chatsworth, CA 91311
____________,
2008
00000
Xxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
RE: Chatsworth
Data Solutions, Inc.—Lock-Up Agreement
Dear
Sirs:
Reference
is made to that certain Common Stock Purchase Agreement dated as of March 10,
2008, by and between Chatsworth Data Solutions, Inc., a Nevada corporation
(the
“Company”),
and
each purchaser identified on Schedule
1
thereto,
including the undersigned (the “Purchase
Agreement”).
Certain terms capitalized herein and not otherwise defined shall have the
meanings given them in the Purchase Agreement. In order to induce the other
Purchasers to purchase Shares pursuant to the Purchase Agreement, the
undersigned hereby agrees that (i) for a period (the “Lock-Up
Period”)
of
twelve (12) months following the Closing Date, except as may otherwise be
permitted pursuant to the Purchase Agreement, the undersigned will not, without
the prior written consent of the Company and the other Purchasers, directly
or
indirectly, (a) offer, sell, assign, transfer, pledge, contract to sell, or
otherwise dispose of, any of the Shares, or (b) enter into any swap, hedge
or
other agreement or arrangement that transfers in whole or in part, the economic
risk of ownership of the Shares, and (ii) thereafter, to sell monthly no more
than 1/12 of the Shares purchased by such person pursuant to the Purchase
Agreement.
Notwithstanding
the foregoing, the undersigned may transfer any Shares (i) as a bona fide gift
or gifts, provided that the donee or donees thereof agree to be bound in writing
by the restrictions set forth herein, (ii) by will or intestate, (iii) to any
trust, partnership or limited liability company for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust, partnership or the limited liability company,
as
the case may be, 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, (iv) to the extent applicable, as distributions to a
wholly-owned subsidiary of the undersigned or to the direct or indirect members
or partners of the undersigned, provided, however, that (A) it shall be a
condition to such transfer that the transferee (if not already subject to this
Lock-Up Agreement) execute an agreement stating that such transferee is
receiving and holding such capital stock subject to the provisions of this
Lock-Up Agreement and there shall be no further transfer of such capital stock
except in accordance with this Lock-Up Agreement, and (B) such transfer shall
not involve a disposition for value, (v) to a nominee or custodian of a person
or entity to whom a disposition or transfer would be permissible under clauses
(i) through (iv), or (vi) with the prior written consent of the Company. For
purposes of this Lock-Up Agreement, “immediate family” shall mean any
relationship by blood, marriage or adoption, not more remote than first
cousin.
This
Lock-Up Agreement shall be governed by and construed in accordance with the
laws
of the New York.
This
Lock-Up Agreement (and the agreements reflected herein) may be terminated by
the
mutual agreement of the Company, the other Purchasers and the undersigned,
and
if not sooner terminated, will terminate upon the expiration date of the Lock-Up
Period. This Lock-Up Agreement may be duly executed by facsimile and in any
number of counterparts, each of which shall be deemed an original, and all
of
which together shall be deemed to constitute one and the same instrument.
Signature pages from separate identical counterparts may be combined with the
same effect as if the parties signing such signature page had signed the same
counterpart. This Lock-Up Agreement may be modified or waived only by a separate
writing signed by each of the parties hereto expressly so modifying or waiving
such agreement.
| Signatory: | ||||
| By: | ||||
| Name: | ||||
