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____________,
2008
Chatsworth
Data Solutions, Inc.
20710
Lassen Street
Chatsworth,
CA 91311
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
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