Exhibit 10.43


 


PURCHASE AGREEMENT


 


THIS
PURCHASE AGREEMENT (the
“Agreement”) is made as of the         day
of March, 2004, by and between Vital Living, Inc., a Nevada corporation (the
“Company”), and the investors listed on the Schedule of Investors attached
hereto, as such Schedule may be amended from time to time to include Additional
Investors (as defined in Section 5.10) (each an “Investor” and collectively,
the “Investors”).


 


W I T N E S S E T H:


 


WHEREAS, the
Company desires to sell to the Investors, and the Investors desire to purchase
from the Company, an aggregate of up to 750,000 shares of the Company’s common
stock, $0.001 par value per share (the “Common Stock”) with rights (“Royalty
Rights”) to receive a portion of the Company’s revenues from the sale of
X-Fat®, the Company’s patented dietary supplement (“X-Fat”); and


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:


 


1.                                       Purchase
and Sale of Shares.  Subject to the
terms and conditions of this Agreement, the Investors agree to purchase, and
the Company agrees to sell to the Investors, up to 750,000 shares of Common
Stock (“Shares”) at $1.00 per share in the amounts set forth next to each
Investor’s name on the Signature Page (“Purchase Price”).  The Company may effect closings at any time
after at least $250,000 has been deposited into the escrow account described
below.  Investors shall tender the
Purchase Price for the Shares purchased hereunder via wire transfer to Graubard Miller, acting as escrow agent for
the Company, Deutsche Bank, 280 Park Avenue, New York, New York 10017, ABA
Routing Number 021001033, Attn: Florence Blanchard, For credit to Graubard
Miller, Attorney Trust Account – IOLA Funds, Account No. 35228777.  The initial closing (“Closing”) shall take
place at the offices of Graubard Miller (“GM”), 600 Third Avenue, New York, New
York 10016 at 10:00 a.m., on or about March 26, 2004, or at such time and place
as the Company and the Investors mutually agree upon orally or in writing.  The Company may thereafter effect
additional Closings upon the purchase and sale of additional Shares, up to a
maximum of $750,000 of Shares (the “Maximum Amount”) but not after April 30,
2004.  The Company has the right to reject any subscriptions for
Shares, in whole or in part for any reason and at any time prior to a Closing,
notwithstanding prior receipt by the Investor of notice of acceptance of such
subscription.  Certificates representing
the Shares will be delivered to Investors promptly after the filing of the
Charter Amendment (defined below in Section 2.5) with the Nevada Secretary of
State.


 


1.1                                 Contingent
Royalty Rights.


 


1.1.1                        In
connection with the purchase of the Shares, each Investor shall receive a
Royalty Right.  Each Royalty Right
entitles the Investor to receive a pro rata share (based on the amount of
Shares purchased by each Investor) of 10% on the first $15 million of XFat Net
Revenues (as hereafter defined) and 3% on the next $85 million of XFat Net
Revenues


 


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during the two year period (“Sharing Period”)
commencing April 1, 2004 and terminating on March 31, 2006 (“Sharing
Termination Date”).  It is understood
and agreed that the 10% and 3% referred to in the preceding sentence will
govern only if the Maximum Amount is sold. 
If less than the Maximum Amount is sold, then the 10% and 3% shall be
reduced by multiplying such percentages by a fraction the numerator of which is
the amount of gross proceeds received by the Company from the sale of Shares
and the denominator of which is $750,000. 
Payments on the first $15 million of XFat Net Revenues shall be made in
cash and payments on the next $85 million of XFat Net Revenues shall (except as
set forth in Section 1.2 below) be made in shares of Common Stock valued at
$1.00 per share (“Xtra Shares”).  “XFat
Net Revenues” shall mean gross proceeds received by the Company from sales of
X-Fat and products containing X-Fat, less returns and sales (and similar)
taxes, and also in connection with licenses of the X-Fat name and formulation
and sales of the X-Fat business. All cash payments under this subsection 1.1.1
shall be made within 50 days after the end of each calendar quarter and 105
days after the end of each year during the Sharing Period with respect to XFat
Net Revenues during the calendar quarter prior to the payment date (except with
respect to the first payment in a calendar year which shall be with respect to
the last quarter of the prior year). 
The payments shall be made promptly after the release of the Company’s
Quarterly Report on Form 10-QSB or Annual Report on Form 10-KSB, as appropriate.  Each such report shall contain disclosure
with respect to the amount of XFat Net Revenues generated during the applicable
period.  The Xtra Shares shall be issued
promptly after the Sharing Termination Date.


 


1.1.2                        Upon the
Sharing Termination Date, all Royalty Rights shall terminate and be of no
further force or effect and Investors shall have no further rights to share in
XFat Net Revenues.


 


1.1.3                        Each
delivery by the Company to Investors of cash and Xtra Shares, as the case may
be, shall be accompanied by a written notice setting forth the calculations
used to arrive at such payment.


 


1.2                                 Buy-out
Right.  At any time prior to the
Sharing Termination Date, the Company, in its sole discretion, may repurchase
each Investor’s Royalty Right by paying such Investor a cash amount equal to
the amount such Investor would have earned (in cash and Xtra  Shares) under Section 1.1.1 above, assuming
that XFat Net Revenues during the Sharing Period were $100,000,000, less what
was actually previously paid to such Investor.


 


2.                                       Representations
and Warranties of the Company.  The
Company hereby represents and warrants to the Investors the following:


 


2.1                                 Organization.  The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada,
and has all requisite corporate power and authority to own its properties and
assets and to carry on its business as presently conducted.


 


2.2                                 Authorization.  All corporate action on the part of the
Company, its officers, directors, and shareholders necessary for the due
authorization, execution, and delivery of this Agreement and the Escrow
Agreement (as hereafter defined) (collectively, the “Transaction Documents”),
the performance of all obligations of the Company hereunder and thereunder has
been taken or will be taken prior to the initial Closing, and the Transaction


 


2

















 


Documents constitute valid and legally
binding obligations of the Company, enforceable in accordance with their respective
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (iii) to the extent the indemnification
provisions contained in the Transaction Documents may be limited by applicable
federal or state laws.


 


2.3                                 Rights
in X-Fat.  The Company owns all
rights to produce, market, distribute and license X-Fat free and clear of all
mortgages, liens, loans, pledges, security interests, claims, equitable
interests, charges, and encumbrances, except such encumbrances and liens which
arise in the ordinary course of business and do not materially impair the
Company’s ownership or use of such assets.


 


2.4                                 Shares
and Xtra Shares.  The Shares and all
Xtra Shares have been duly authorized (subject to the need to file the Charter
Amendment) and when issued, will be fully paid and nonassessable.


 


2.5                                 Charter
Amendment.  The Company acknowledges
that it must file an amendment to its Amended and Restated Articles of
Incorporation to increase the number of shares of Common Stock the Company is
authorized to issue (“Charter Amendment”). 
Such Charter Amendment will be filed with the Nevada Secretary of State
promptly following the 20th day after the mailing of an information
statement (“Information Statement”) to the Company’s shareholders, which
information statement has been filed with the Securities and Exchange
Commission (“Commission”).  The Company
acknowledges that the information statement was mailed to its shareholders on
or about March 18, 2004.


 


3.               Representations
and Warranties of the Investors. 
Each of the Investors, severally and not jointly, hereby represents and
warrants that:


 


3.1                                 Authorization.  The Investor has full power and authority to
enter into this Agreement.  The
Agreement constitutes the valid and legally binding obligations of the Investor
enforceable in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
of general application affecting enforcement of creditors’ rights generally and
(ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.


 


3.2                                 Subordination.  The Investor understands and acknowledges
that all cash payments to be made to it hereunder shall be subordinate in right
to payments required to be made to holders of the Company’s 12% Senior Secured
Convertible Promissory Notes.


 


3.3                                 Purchase
Entirely for Own Account.  The
Investor acknowledges that all Shares and any Xtra Shares that may be issued
hereunder will be acquired for investment for the Investor’s own account and
not with a view to the resale or distribution of any part thereof.


 


3.4                                 Disclosure
of Information.  The Investor
acknowledges that copies of the Company’s Annual Report on Form 10-KSB/A for
the fiscal year ended December 31, 2002 and Quarterly Reports on Form 10-QSB
for the quarters ended March 31, 2003, June 30, 2003 and


 


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September 30, 2003 as filed with the
Commission were made fully available to it and it has reviewed and understands
them.  The Investor acknowledges that it
has received all the information that it has requested relating to the Company
and the purchase of the Shares and the Royalty Rights.  The Investor further represents that it has
had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Shares and Royalty
Rights.


 


3.5                                 Accredited
Investor.  The Investor is an
“accredited investor” within the meaning of Rule 501 of Regulation D under
the Securities Act of 1933, as amended (“Securities Act”).


 


3.6                                 Restricted
Securities.  The Investor
understands that the Shares and any Xtra Shares that it may receive will be
“restricted securities” under the federal securities laws and that under such
laws and applicable regulations such securities may only be sold pursuant to an
effective registration statement or an available exemption from registration.


 


3.7                                 Legends.  The Investor understands that the
certificates evidencing the Shares and any Xtra Shares that it may receive will
bear the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE.  THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED,
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR
THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY
BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.”


 


3.8                                 Finders
Fees.  The Investor acknowledges
that finders fees (cash of 8% of monies raised and shares of Common Stock equal
to 8% of the number of Shares issued hereunder) will be paid to certain
individuals as compensation for introducing the Company to the Investors.  Investors may obtain additional information
regarding such finders fees by contacting the Company.


 


3.9                                 Tax
Treatment.  The Investor
acknowledges that the Company has not provided it with any advice as to the tax
treatment or ramifications of Royalty Rights or the cash and equity it may
receive hereunder.  The Investor further
acknowledges that the Company has urged it to seek independent advice with
respect to such tax matters.


 


3.10                           Wiring
of Funds.  The Investor acknowledges
and agrees that, if he has already wired funds to the escrow agent for deposit
into the escrow account, such funds shall be deemed to represent his investment
in Shares pursuant to the terms of this Agreement.


 


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4.               Registration Rights.


 


4.1                                 Filing
of Registration Statement.  The
Company agrees to file a registration statement with the Commission under the
Securities Act relating to the resale by the holders (“Holders”) of the Xtra
Shares (collectively the “Registrable Securities”) within 90 days of the
issuance date of such shares.  The
Company will use commercially reasonable efforts to cause the registration
statement to be declared effective by the Commission.  All costs associated with the
registration of the Registrable Securities, other than brokerage commissions
and counsel fees (if any) incurred by the Investors in connection with resales
of the Registrable Securities shall be borne by the Company.


 


4.2                                 Effective
and Current.  The Company will use
its reasonable commercial efforts to keep the registration statement which
registers the Registrable Securities pursuant hereto effective and the related
prospectus current until the earlier of the date by which all of the
Registrable Securities has been sold and the date that the Registrable
Securities may be sold pursuant to Rule 144(k) promulgated under the Securities
Act.


 


4.3                                 Amended
Prospectus. The Company will notify
each Holder of such Registrable Securities as expeditiously as possible
following the effectiveness of such registration statement filed pursuant to
this Section 4, and/or of any request by the Commission for the amending or
supplementing of such registration statement or prospectus.  If the prospectus is amended to comply with
the requirements of the Securities Act, the Holders, if requested by the
Company, will immediately cease making offers of the Registrable Securities and
return all prospectuses to the Company and the Company will promptly provide
the Holders with revised prospectuses to enable the Holders to resume making
offers of the Registrable Securities. 
The Company will promptly notify the Holders, if after delivery of a
prospectus to the Holders, that, in the judgment of the Company, it is
advisable to suspend use of the prospectus delivered to the Holders due to
pending material developments or other events that have not yet been publicly
disclosed and as to which the Company believes public disclosure would be
detrimental to the Company. Upon receipt of such notice, each such Holder will
immediately discontinue any sales of Registrable Securities pursuant to such
registration statement until such Holder has received copies of a supplemented
or amended prospectus or until such Holder is advised in writing by the Company
that the then current prospectus may be used and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such prospectus.


 


4.4                                 Indemnification.


 


4.4.1                        The
Company will indemnify the Holders of the Registrable Securities to be sold
pursuant to any registration statement hereunder, the officers and directors of
each Holder, each underwriter of such Registrable Securities and each person,
if any, who controls such Holders or underwriters within the meaning of Section
15 of the Securities Act or Section 20(a) of the Securities Exchange Act of
1934, as amended (“Exchange Act”), or any state securities law or regulation,
against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever incurred by the indemnified
party in any action or proceeding between (A) the indemnified party and any
third party or otherwise or (B) the indemnitor and the indemnified party only
with respect to an action or proceeding to enforce the indemnification
provisions of this Section 4.4.1 to which any of them may become subject under
the Securities Act, the Exchange Act or any other statute or at common law or
otherwise under


 


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the laws of any of the United States or
foreign countries, arising from such registration statement or based upon any
untrue statement or alleged untrue statement of a material fact contained in
(x) any preliminary prospectus, the registration statement or prospectus (as
from time to time each may be amended and supplemented); (y) any post-effective
amendment or amendments or any new registration statement and prospectus in
which is included the Registrable Securities; or (z) any application or other
document or written communication (collectively called “application”) executed
by the Company or based upon written information furnished by the Company in
any jurisdiction in order to qualify the Registrable Securities under the
securities laws thereof or filed with the Commission, any state securities
commission or agency or any securities exchange; or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, unless such statement or omission is made
in reliance upon, and in conformity with, information furnished to the Company
by and with respect to such registered holders (“Purchaser Information”)
expressly for use in any preliminary prospectus, the registration statement or
prospectus, or any amendment or supplement thereof, or in any application, as
the case may be, or unless the indemnities failed to deliver a final prospectus
in which the material misstatement or omission was corrected.  Subject to the foregoing provisions of this
paragraph, the Company will reimburse such Holder, underwriter and each such
controlling person for any legal or any other expenses reasonably incurred by
such Holder, underwriter or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action.  The Company agrees promptly to notify such
Holders of the commencement of any litigation or proceedings against the
Company or any of its officers, directors or controlling persons in connection
with the issue and sale or resale of the Registrable Securities or in
connection with the registration statement or prospectus.


 


4.4.2                        The
Holders agree to indemnify and hold harmless the Company, the officers and
directors of the Company and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act against all loss, claim, damage, expense or liability to which the
Company or such controlling person may become subject, under the Securities Act
or otherwise insofar as such losses, claims, damages, expenses or liabilities
(or actions in respect thereof) arise out of or are based upon Purchaser
Information that is included or relied upon by the Company in the registration
statement or prospectus or any amendment or supplement thereto or in any
application; and will reimburse the Company, officer, director and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided that such loss, claim, damage, expense or
liability is found ultimately to arise out of or be based upon such Purchaser
Information.


 


4.4.3                        Any party
entitled to indemnification hereunder (“Indemnified Party”) will permit the
Company to assume the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the Company, who will conduct the defense
of such claim or litigation, will be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld). 
The Indemnified Party may participate in such defense at such party’s
expense; provided, however, that the Company will pay such expense if
representation of such Indemnified Party by the counsel retained by the Company
would be inappropriate due to actual or potential differing interests between
the Indemnified Party and any other party represented by such counsel in such
proceeding; provided further that in no event will the Company be required


 


6

















 


to pay the expenses of more than one law firm
per jurisdiction as counsel for the Indemnified Party.  The Company is also responsible for the
expenses of such defense if the Company does not elect to assume such defense.  The Company, in the defense of any such
claim or litigation may not, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party may consent to entry of
any judgment or settle such claim or litigation without the prior written consent
of the Company, which consent may not be unreasonably withheld.


 


4.5                                 Expiration
of Registration Rights. 
Notwithstanding anything to the contrary contained herein, such
registration is not required to be continued for any Holder of Registrable
Securities if in the opinion of counsel to the Company, the Holder can sell his
Registrable Securities without restriction under Rule 144(k) promulgated under
the Securities Act and all restrictive legends under the Securities Act are
removed from the certificates representing such securities and any stop
transfer order for such certificates is removed.


 


4.6                                 Successors.  The registration rights granted to the
Holders inure to the benefit of all the Holder’s successors, heirs, pledges,
assignees, transferees and purchasers of the Registrable Securities.


 


5.               Miscellaneous.


 


5.1                                 Survival of Warranties.  All
of the representations and warranties made herein shall survive the execution
and delivery of this Agreement.  The
Investors are entitled to rely, and the parties hereby acknowledge that the
Investors have so relied, upon the truth, accuracy and completeness of each of
the representations and warranties of the Company contained herein,
irrespective of any independent investigation made by Investors.  The Company is entitled to rely, and the
parties hereby acknowledge that the Company has so relied, upon the truth,
accuracy and completeness of each of the representations and warranties of the
Investors contained herein, irrespective of any independent investigation made
by the Company.


 


5.2                                 Successors and Assigns.  This
Agreement is personal to each of the Investors and may not be assigned without
the written consent of the Company; provided, however, that any
of the Investors shall be permitted to assign its rights under this Agreement
to any affiliate of such Investor.


 


5.3                                 Governing
Law.  This Agreement shall be
governed by and construed under the laws of the State of New York as applied to
agreements among New York residents entered into and to be performed entirely
within New York.  The Company (1) agrees
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall be instituted exclusively in New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York, (2) waives any objection which the Company may have now
or hereafter to the venue of any such suit, action or proceeding, and (3)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding.  The Company further agrees to accept and
acknowledge service of any and all process which may be served in any such
suit, action or proceeding in the New York


 


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State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and
agrees that service of process upon the Company mailed by certified mail to the
Company’s address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.


 


5.4                                 Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so
delivering this Agreement.


 


5.5                                 Titles
and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.


 


5.6                                 Notices.  Unless
otherwise provided, any notice, authorization, request or demand
required or permitted to be given under
this Agreement shall be given in writing and shall be deemed effectively given
upon personal delivery to the party to be notified or three (3) days following
deposit with the United States Post Office, by registered or certified mail,
postage prepaid, or two days after it is sent by an overnight delivery
service, or when sent by facsimile with machine confirmation of delivery
addressed as follows:


 


If to the
Investors to:


 


The address
set forth opposite their name on the Schedule of Investors attached hereto


 


If to Company,
to:


 


Vital Living,
Inc.


5080 North
40th Street,


Suite 105,
Phoenix, AZ 85018


Telecopier
No.: (602) 952-7129


Attention:
Stuart A. Benson, President (e-mail: cafestu@aol.com)


 


In either
case, with a copy to:


 


Graubard
Miller


600 Third
Avenue


New York, New
York 10016


Telecopier
No.: (212) 818-8881


Attention:  David Alan Miller, Esq. (e-mail:
dmiller@graubard.com)


 


Any party may change its address for such
communications by giving notice thereof to the other


 


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parties in conformity with this Section.


 


5.7                                 Amendments
and Waivers.  Any term of this
Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Investors holding Shares evidencing, in the aggregate, an amount equal to
not less than 50.1%  of the
aggregate amount of Shares purchased hereunder.  Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any securities purchased or
issued under this Agreement, each future holder of all such securities, and the
Company.


 


5.8                                 Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


5.9                                 Entire
Agreement.  This Agreement and the
documents referred to herein constitute the entire agreement among the parties
and no party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein or therein.


 


5.10                           Additional
Investors.  In the event that, at
any time or from time to time, the Company holds an additional Closing and
issues additional Shares to additional Investors (collectively the “Additional
Investors” and individually an “Additional Investor”), as a condition precedent
to such Closing, the Company shall countersign a copy of this Agreement with
each Additional Investor and each such Additional Investor shall sign a copy of
this Agreement thereby agreeing to be bound by all applicable provisions of
this Agreement as a party hereto and in the capacity as an Investor.  Except as provided herein, upon any such
additional Closing, all references to the Investors or to any Investor shall
thereafter be deemed to include such Additional Investors, and upon such
Closing, each such Additional Investor shall be added to the Schedule of
Investors.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.


 


	
   

  	
  Vital
  Living, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EACH
  OF THE INVESTORS SET FORTH ON

  
	
   

  	
  THE
  ATTACHED SCHEDULE OF INVESTORS

  



 


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SCHEDULE
OF INVESTORS


 


 


	
  Name and Address

  	
   

  	
  Shares Subscribed For

  	
   

  	
  Purchase Price

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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