Exhibit 4.5
ARS NETWORKS, INC.
The undersigned hereby agrees that for a period commencing on the date
hereof and expiring on the termination of the Equity Line of Credit Agreement
dated March ___, 2001, between ARS Networks, Inc., (the "Company") and Cornell
Capital Partners, L.P., (the "Investor") (the "Lock-up Period"), he, she or it
will not, directly or indirectly, without the prior written consent of the
Investor, issue, offer, agree or offer to sell, sell, grant an option for the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of except pursuant to Rule 144 of the General
Rules and Regulations under the Securities Act of 1933, any securities of the
Company, including common stock or options, rights, warrants or other securities
underlying, convertible into, exchangeable or exercisable for or evidencing any
right to purchase or subscribe for any common stock (whether or not beneficially
owned by the undersigned), or any beneficial interest therein (collectively, the
"Securities").
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of legends and/or stop-transfer
orders with the transfer agent of the Company's securities with respect to any
of the Securities registered in the name of the undersigned or beneficially
owned by the undersigned, and the undersigned hereby confirms the undersigned's
investment in the Company.
Dated: _______________, 2001.
Signature
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Name: Xxxx Xxxxxxxx
Address:
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City, State, Zip Code:
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Print Social Security Number or Taxpayer
I.D. Number
