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Exhibit 4.33    
    


 
 

VITAL LIVING, INC.
  
    REGISTRATION RIGHTS AGREEMENT    
    


        This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June 7, 2004, is made by and between Vital Living, Inc., a Nevada corporation (the
"Company"), and the individuals and entities set forth on the signature page hereto as such page may be amended from time to time to include Additional Investors (as defined in Section 12)
(each an "Investor" and collectively, the "Investors"). 


        WHEREAS,
in connection with that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the "Securities Purchase Agreement"), the Company
desires to sell to the Investors, and the Investors desire to purchase from the Company, Units, each Unit consisting of (a) one share of the Company's common stock, $.001 par value per share
(the "Common Stock"), (b) three Series G warrants ("Series G Warrants") each to purchase one share of Common Stock and (c) one Series H Warrant ("Series H
Warrants" and together with the Series G Warrants, the "Warrants"), each to purchase one share of Common Stock; and 



        WHEREAS,
to induce the Investors to purchase the Units, the Company has agreed to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the
Warrants underlying the Units pursuant to the terms of this Agreement; 


        NOW,
THEREFORE, the Company and the Investors hereby covenant and agree as follows: 


        1.    Certain Definitions.    As used in this Agreement, the following terms shall have the following respective
meanings: 


        "Commission"
shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. 


        "Common
Stock" shall mean the common stock, par value $0.001 per share, of the Company. 


        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 


        "Register,"
"registered" and "registration" each shall refer to a registration effected by preparing and filing a Registration Statement or statements or similar documents in compliance
with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement or document by the Commission. 


        "Registrable
Securities" shall mean (i) the Common Stock included within the Units, (ii) the Common Stock issuable upon exercise of the Warrants, and (iii) any other
shares of Common Stock issued as a dividend, penalty payment or other distribution with respect to or in exchange for or in replacement of such Units, Common Stock or Warrants,  provided, however, that
shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities (x) upon any sale
pursuant to a Registration Statement or Rule 144 under the Securities Act, (y) at such time, as they may be freely sold by the Investor pursuant to Rule 144(k) under the
Securities Act or (z) upon any sale in any manner to a person or entity which is not entitled, pursuant to Section 9, to the rights under this Agreement. 


        "Securities
Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the applicable time. 


        "Capitalized
terms" used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement. 







 



        2.    Registration.    



        (a)   The
Company shall file with the Commission a Registration Statement on Form SB-2, S-1 or S-3 or such other appropriate form as
may be prescribed by the Securities Act, covering the Registrable Securities on or before July 22, 2004 (the "Target Registration Date"). 



        (b)   The
Company shall use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable and no later than December 4, 2004
(the "Target Effective Date"), and to maintain the effectiveness and use of such Registration Statement until no earlier than (i) the date on which all of the Registrable Securities may be
resold by the Investors without restriction pursuant to Rule 144(k) under the Securities Act, or (ii) the date on which all of the Registrable Securities have been sold. If the
Registration Statement is (i) not declared effective by the SEC on or before the Target Effective Date or (ii) subject to customary blackout periods described below, such Registration
Statement does not remain effective and available for use, the Company will pay to each Investor that is then holding Registrable Securities, as liquidated damages, one share of Common Stock for each
Unit purchased by such Investor pursuant to the Securities Purchase Agreement ("Penalty Shares"). Receipt by each Investor of Penalty Shares shall be such Investor's sole and exclusive remedy
hereunder. In the event the Company would be required to amend the Registration Statement but such amendment would require disclosure of material non-public information and such disclosure
would have a material adverse effect on the Company taken as a whole, the Company shall furnish to each Investor a certificate signed by the Chief Executive Officer of the Company (each, a "Blackout
Notice") stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company and its stockholders to amend the Registration Statement and
the Company shall be excused from amending such Registration Statement and from paying damages hereunder for a reasonable period of time not to exceed forty-five (45) days. 




        3.    Registration Procedures.    If and whenever the Company is required by the provisions of Section 2 hereof
to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 



        (a)   prepare
and file with the Commission the Registration Statement with respect to such securities, which Registration Statement shall comply in all material respects with
the requirements of the Commission, and use its reasonable best efforts to cause such Registration Statement to become effective not later than 180 days from the initial closing of the
offering; 


        (b)   prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and up-to-date and comply with the provisions of the Securities Act and the rules and regulations promulgated thereunder with
respect to the disposition of all Registrable Securities covered by such Registration Statement in accordance with the intended method of disposition set forth in such Registration Statement for such
period; 


        (c)   furnish
to each Investor proposing to sell Registrable Securities and to each underwriter such number of copies of the Registration Statement (including amendments and
supplements thereto and,
in each case, all exhibits) and the prospectus included therein (including each preliminary or summary prospectus) as such persons reasonably may request in order to facilitate the intended
disposition of the Registrable Securities covered by such Registration Statement; 


        (d)   use
its best efforts (i) to register or qualify the Registrable Securities covered by such Registration Statement under the securities or "blue sky" laws of such
jurisdictions as the Investors proposing to sell Registrable Securities or, in the case of an underwritten public offering, the managing underwriter, reasonably shall request, (ii) to prepare
and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and
qualification in effect at all times for the 



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period
of distribution contemplated thereby, and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such
jurisdictions, provided, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation
in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; 


        (e)   use
its best efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock of the Company is
then listed; 


        (f)    immediately
notify each Investor and each underwriter under such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event, or the discovery thereof as a result of which the prospectus contained in such Registration Statement, as then in effect, includes any untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and
prepare and furnish to each Investor such number of copies of a supplement to, or an amendment of, such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such
securities, such, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing; 


        (g)   promptly
notify each Investor of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; 


        (h)   in
connection with an underwritten offering, 



        (i)    enter
into an underwriting, agency, placement, subscription or other agreement with respect to the offer and sale of the Registrable Securities and perform its
obligations thereunder, in usual and customary form and substance, including, but not limited to, 



        (A)  usual
and customary indemnities; 


        (B)  the
provision by officers of the Company of customary certificates; 


        (C)  the
provision by independent counsel to the Company of customary opinions and letters (which counsel and opinions and letters shall be reasonably satisfactory to the
lead underwriters) addressed to the Investors and the underwriters, covering such matters as are customarily covered in opinions and letters requested in underwritten offerings of equity and
convertible debt securities and such other matters as may be reasonably requested by the Investors and the underwriters (it being agreed that the matters to be covered by such opinions and letters
shall include, without limitation, (1) the effectiveness of the Registration Statement, (2) the compliance of the Registration Statement and the prospectus, including any prospectus
supplement thereto, with the requirements of the Securities Act, and (3) the absence from the Registration Statement and the prospectus, including any documents incorporated by reference
therein and any prospectus supplement thereto, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading); and 


        (D)  the
provision by the Company's independent public accountants of customary "comfort letters" addressed to the Investors and the underwriters, covering such matters as
are customarily covered in "comfort letters" requested in underwritten offerings of 





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equity
and convertible debt securities and such other financial matters as may be reasonably requested by the Investors and the underwriters; and 




        (ii)   if
requested by the underwriters, participate, and use its best efforts to cause its executive officers to participate, in any "roadshow" or other marketing activities
intended to aid in the successful disposition of the Registrable Securities; 




        (i)    take
all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such
securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the
Investors or any underwriters may reasonably request; and 


        (j)    take
all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the Registration Statement. 




        4.    Obligations of Holders.    Each Investor shall furnish to the Company such information regarding such Investor,
the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the
registration of the Registrable Securities, and cooperate with the Company in preparing the Registration Statement and in complying with the requirements of the Securities Act. 


        5.    Expenses.    All expenses incurred by the Company in complying with Sections 2 and 3 including, without
limitation, all registration and filing fees (including fees payable to the Commission and any other regulatory body with which the Company is required to file), printing expenses, fees and
disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws,
fees of transfer agents and registrars, and reasonable fees and disbursements of one counsel for the holders of Registrable Securities, but excluding any Selling Expenses, are called "Registration
Expenses." All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." 


        The
Company will pay all Registration Expenses and the Selling Expenses in connection with each sale shall be borne by the participating sellers in proportion to the number of
Registrable Securities sold by each or as they may otherwise agree. 


        6.    Indemnification and Contribution.    



        (a)   In
the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold
harmless and pay and reimburse, each Investor selling Registrable Securities thereunder, including its directors, officers, employees, agents and representatives, each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls any such person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to
which such person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant
hereto or any preliminary prospectus or final prospectus contained therein, including any amendment thereto or supplement thereof or any documents incorporated therein, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation
of the Securities Act or any state securities or blue sky laws and will reimburse each such 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 the Company will not be 



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liable
vis-a-vis a particular indemnified person if and to the extent such person's loss, claim, damage or liability arises out of or is based upon the Company's reliance on an
untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such person in writing specifically for use in such Registration
Statement or prospectus. 


        (b)   In
the event of a registration of any of the Registrable Securities under the Securities Act pursuant hereto each Investor selling Registrable Securities thereunder,
severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs
the Registration Statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the
Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and each such officer, director, underwriter and 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 Investor will be liable hereunder in any such case only if and only to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information
pertaining to such Investor, as such, furnished in writing to the Company by such Investor specifically for use in such Registration Statement or prospectus, and provided, that the liability of each
Investor hereunder shall be limited to the proceeds received by such Investor from the sale of Registrable Securities covered by such Registration Statement. Notwithstanding the foregoing, any
indemnity provided by any indemnifying Investor in this Section 6(b) shall not apply to amounts
paid by the Company in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of such indemnifying Investor. 



        (c)   Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to such indemnified party other than under this Section 6 and shall relieve it from any liability which it may have to such indemnified party under this Section 6 only if and
to the extent the indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to
such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs
of investigation and of liaison with counsel so selected, provided, that if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded based upon written advice of its counsel that there may be reasonable defenses available to it which are different from or
additional to those available to the indemnifying party or if the 



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interests
of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to
assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred. 


        (d)   If
the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any
loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by
such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 




        7.    Changes in Capital Stock.    If, and as often as, there is any change in the capital stock of the Company by way
of a stock split, stock dividend, combination or reclassification, or through a merger,
consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue
as so changed. 


        8.    Representations and Warranties of the Company.    The Company represents and warrants to the Investor as
follows: 



        (a)   The
execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision
of law, any order of any court or other agency of government, the Charter or By-laws of the Company or any provision of any indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or its subsidiaries. 



        (b)   This
Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with
its terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles and the availability of specific performance. 




        9.    Assignment of Registration Rights.    The rights to have the Company register Registrable Securities pursuant to
this Agreement may be assigned by the Investor to transferees or assignees of such securities; provided, that the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned. The term
"Investor" as used in this Agreement shall include such permitted transferees or assignees. 


        10.    Rule 144 Requirements.    The Company agrees to: 



        (a)   make
and keep current public information about the Company available, as those terms are understood and defined in Rule 144; 



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        (b)   use
its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements); and 


        (c)   furnish
to any holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly
report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission
allowing it to sell any such securities without registration. 




        11.    Termination.    All of the Company's obligations to register Registrable Securities under Sections 2 and 3
hereto shall terminate upon the date on which no Investor holds any Registrable Securities. 


        12.    Miscellaneous.    



        (a)   All
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors
and assigns of the parties hereto (including without limitation transferees of any Registrable Securities), whether so expressed or not. 


        (b)   All
notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return
receipt requested, or sent by telecopier, addressed (i) if to the Company, at Vital Living, Inc., 5080 North 40th Street, Suite 105, Phoenix, AZ 85018, Telecopier No.:
(602) 952-7129, Attn: Stuart A. Benson, Chief Executive Officer (E-mail: cafestu@aol.com) or if to the Investor, at the address set forth beneath such Investor's name on
the signature page attached hereto; and (ii) if to any holder of Registrable Securities, to it at such address as may have been furnished to the Company in writing by such holder; or, in any
case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Registrable Securities) or to the holders of Registrable Securities (in the
case of the Company) in accordance with the provisions of this paragraph; and in either case, to Graubard Miller, 600 Third Avenue, 32nd Floor, New York, New York 10016, Attn: David Alan
Miller (E-Mail: dmiller@graubard.com). 


        (c)   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 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. 



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        (d)   This
Agreement may not be amended or modified without the written consent of the Company and the holders of at least a majority of the Registrable Securities. 


        (e)   Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof. No waiver shall be effective unless and until it is in writing and signed by the party granting the waiver. 


        (f)    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. 


        (g)   If
any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid
or unenforceable provision were not contained herein. 


        (h)   This
Agreement constitutes the entire contract among the Company and the Investors relative to the subject matter hereof and supersedes in its entirety any and all prior
agreements, understandings and discussions with respect thereto. 


        (i)    The
headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. 


        (j)    In
the event that, at any time or from time to time, the Company holds a Closing subsequent to the Initial Closing (as such terms are defined in the Securities Purchase
Agreement) and issues additional Units 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 agree to sign a copy of this Agreement (for and on behalf of himself or itself,
his or its legal representatives and his or its transferees and assigns) 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 Interim Closing, all references to the Investors or to any Investor shall thereafter be deemed to include such Additional Investor and all references
to the Units (and the Common Stock and Warrants included thereunder) shall be deemed to include the Units (and the Common Stock and Warrants included thereunder) purchased by such Additional
Investors. 



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



	 	 	VITAL LIVING, INC.
	

 	
 	
By:	

 
	 	 	 	






	 	 	Name:

Title:





	

 	
 	
INVESTOR NAME
	

 	
 	
By:	

 
	 	 	 	






	 	 	Name:

Title:





	

 	
 	

Address:	

 




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Exhibit 4.33


VITAL LIVING, INC. REGISTRATION RIGHTS AGREEMENT