EXHIBIT 99.3
Lock-in Agreement for Shares of the Common Stock
of Success Development International, Inc.
By this Lock-in Agreement, all officers, directors and post-offering 5%
shareholders (the "Shareholders") of Success Development International, Inc.
(the "Company") agree not to sell or otherwise transfer any shares of the
Company's common stock which are held or come to be held by them (the "Shares")
for one year after the effectiveness of the pending registration statement with
the United States Securities and Exchange Commission (the "Lock-in Period".)
1. This Lock-in Agreement shall cover all Shares, whether held
beneficially or of record, which presently are held or shall come to be held
during the Lock-in Period by virtue of the exercise of any options, warrants or
other rights (including a right of conversion), by the Shareholders, except any
Shares to be purchased in the offering being registered.
2. The Shareholders will cause:
A. A copy of this Lock-in Agreement to be available from the Company or
its transfer agent upon request and without charge.
B. A notice to be placed on the face of each stock certificate covered by
the terms of this Lock-in Agreement stating that the transfer of the Shares
evidenced by the certificate is restricted in accordance with the conditions set
forth on the reverse side of the certificate.
C. A typed legend to be placed on the reverse side of each stock
certificate representing stock covered by the Lock-in Agreement which states
that the sale or transfer of the shares evidenced by the certificate is subject
to certain restrictions until the date upon which the Lock-in Period ends,
pursuant to an agreement between the Shareholder and the Company, which
agreement is on file with the Company and the stock transfer agent from which a
copy is available upon request and without charge.
3. A manually signed k-in Agreement will be filed as part of the
registration documents.
SUCCESS DEVELOPMENT INTERNATIONAL, INC., by __________________, December__, 1997
Xxxxx X. Xxxxx, its
Chief Executive Officer
OFFICERS, DIRECTORS AND SHAREHOLDERS:
____________________ December , 1997 ___________________ December , 1997
XXXXXX X. XXXX, XX. XXXXXXX X. XXXXXX
____________________ December , 1997 ___________________ December , 1997
XXXXX X. XXXXX XXXX X. XXXXX
____________________ December , 1997 ___________________ December , 1997
XXXXX X. XXXXXX, XX. XXXXXXXX X. XXXXX
____________________ December , 1997 ___________________ December , 1997
XXXXXXX XXXX XXXXX X. XXXXXXXX
____________________ December , 1997
XXXXXX X. XXXXXXX
BEFORE THE PENNSYLVANIA SECURITIES COMMISSION
DIVISION OF CORPORATION FINANCE
FURTHER AGREEMENT BY SHAREHOLDERS
The terms and conditions contained in the accompanying Lock-in Agreement may
only be modified (including premature termination of the Lock-in agreement) in
extremely rare circumstances and then, only with the approval of the
Pennsylvania Securities Commission.
SUCCESS DEVELOPMENT INTERNATIONAL, INC., by __________________, December__, 1997
Xxxxx X. Xxxxx, its
Chief Executive Officer
Shareholders:
____________________ December , 1997 ___________________ December , 1997
XXXXXX X. XXXX, XX. XXXXXXX X. XXXXXX
____________________ December , 1997 ___________________ December , 1997
XXXXX X. XXXXX XXXX X. XXXXX
____________________ December , 1997 ___________________ December , 1997
XXXXX X. XXXXXX, XX. XXXXXXXX X. XXXXX
____________________ December , 1997 ___________________ December , 1997
XXXXXXX XXXX XXXXX X. XXXXXXXX
____________________ December , 1997
XXXXXX X. XXXXXXX
REPRESENTATIONS OF THE ISSUER
Success Development International, Inc. (the Issuer), in connection with
its application for registration of an offering and sale of shares of its common
stock (the "Shares") by coordination under Section 205 of the Pennsylvania
Securities Act, has executed a Lock-In Agreement and hereby represents that:
The Issuer will provide copies of the Lock-in Agreement and a statement of
the per share initial public offering price to the Issuer's stock transfer
agent.
Executed on behalf of the Issuer on December __, 1997.
Success Development International, Inc.
By: ______________________________
Xxxxx X. Xxxxx, its Chief Executive
Officer
