July 11, 1995
Duke & Co., Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Sel-Leb Marketing, Inc.
-----------------------
Dear Xxx or Madame:
The undersigned, a beneficial owner of the common stock of Sel-Leb
Marketing, Inc. (the "Company"), par value $0.01 per share (the "Common
Stock"), and/or warrants, options or rights to purchase, or securities
convertible into, Common Stock, understands that the Company has filed with
the Securities and Exchange Commission (the "SEC") a registration statement
on Form SB-2 (No. 33-88134) for the registration of units (the "Units")
consisting of Common Stock and redeemable warrants (the "Redeemable
Warrants") of the Company (the "Registration Statement") in connection with a
public offering of such Units. The undersigned further understands that upon
the effectiveness of the Registration Statement, the Company and Duke & Co.,
Inc. (the "Underwriter") intend to enter into an underwriting agreement (the
"Underwriting Agreement") in connection with such public offering.
In order to induce the Underwriter to proceed with such public
offering, the undersigned agrees, for the benefit of the Company and the
Underwriter, that should such public offering be effectuated, he/she will
not, without the prior written consent of the Underwriter, sell, assign,
pledge, hypothecate or otherwise dispose of, directly or indirectly, other
than in private transfers in which the transferee agrees to be bound by the
provisions of this letter agreement, any shares of Common Stock of the
Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, split or other distribution of stock, or
grant of options, rights or warrants with respect to any such shares of
Common Stock, during the eighteen (18) month period commencing on the date
that the SEC declares the Registration Statement effective. Furthermore, the
undersigned will permit all
Duke & Co., Inc.
July 11, 1995
Page 2
certificates evidencing his/her shares of Common Stock to be endorsed with the
appropriate restrictive legends, and will consent to the placement of
appropriate stop transfer orders with the transfer agent for the Company.
In the event that the Registration Statement becomes effective, the
undersigned agrees to be bound by the provisions of this Agreement.
Very truly yours,
/s/ Xxx X. Xxxxxx
----------------------------------
Signature
Xxx X. Xxxxxx
----------------------------------
Printed Name
---------------------
Please indicate number of
shares of Common Stock owned.
Please list any options, warrants,
rights or convertible securities
owned and the number of shares of
Common Stock issuable upon the
exercise or conversion of such
securities:
SEL-LEB MARKETING, INC.
0000 00 Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
(000) 000-0000
Fax (000) 000-0000
December 5, 1996
Duke & Co., Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 10022
Re: Sel-Leb Marketing, Inc.
-----------------------
Dear Xxx or Madame:
This is to confirm that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees to be bound by the provisions of the attached letter agreement
dated June 11, 1995 for an additional period of twelve months following the
expiration of the eighteen-month period described therein; provided, however,
that such provisions shall apply only to ninety percent (90%) of any shares
of Common Stock held by the undersigned as of the date hereof (including,
without limitation, any shares subsequently acquired either through the
exercise of any options, warrants or rights held by the undersigned as of the
date hereof, or through any split or other distribution of stock, or grant of
options, rights or warrants with respect to any such shares of Common Stock).
Very truly yours,
/s/ Xxx Xxxxxx
Xxx Xxxxxx
