**Exhibit 10.43**

 

**PURCHASE AGREEMENT**

 

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

 

W I T N E S S E T H:

 

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

 

NOW,THEREFORE, in consideration of the mutual covenants and agreements set forth inthis Agreement, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties do hereby agree asfollows:

 

# 1.                                       Purchaseand Sale of Shares.  Subject to theterms and conditions of this Agreement, the Investors agree to purchase, andthe Company agrees to sell to the Investors, up to 750,000 shares of CommonStock (“Shares”) at $1.00 per share in the amounts set forth next to eachInvestor’s name on the Signature Page (“Purchase Price”).  The Company may effect closings at any timeafter at least $250,000 has been deposited into the escrow account describedbelow.  Investors shall tender thePurchase Price for the Shares purchased hereunder via wire transfer to Graubard Miller, acting as escrow agent forthe Company, Deutsche Bank, 280 Park Avenue, New York, New York 10017, ABARouting Number 021001033, Attn: Florence Blanchard, For credit to GraubardMiller, Attorney Trust Account – IOLA Funds, Account No. 35228777.  The initial closing (“Closing”) shall takeplace at the offices of Graubard Miller (“GM”), 600 Third Avenue, New York, NewYork 10016 at 10:00 a.m., on or about March 26, 2004, or at such time and placeas the Company and the Investors mutually agree upon orally or in writing.  The Company may thereafter effectadditional Closings upon the purchase and sale of additional Shares, up to amaximum of $750,000 of Shares (the “Maximum Amount”) but not after April 30,2004.  The Company has the right to reject any subscriptions forShares, 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 suchsubscription.  Certificates representingthe Shares will be delivered to Investors promptly after the filing of theCharter Amendment (defined below in Section 2.5) with the Nevada Secretary ofState.

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## 1.1                                 ContingentRoyalty Rights.

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### 1.1.1                        Inconnection with the purchase of the Shares, each Investor shall receive aRoyalty Right.  Each Royalty Rightentitles the Investor to receive a pro rata share (based on the amount ofShares purchased by each Investor) of 10% on the first $15 million of XFat NetRevenues (as hereafter defined) and 3% on the next $85 million of XFat NetRevenues

 

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### during the two year period (“Sharing Period”)commencing April 1, 2004 and terminating on March 31, 2006 (“SharingTermination Date”).  It is understoodand agreed that the 10% and 3% referred to in the preceding sentence willgovern only if the Maximum Amount is sold. If less than the Maximum Amount is sold, then the 10% and 3% shall bereduced by multiplying such percentages by a fraction the numerator of which isthe amount of gross proceeds received by the Company from the sale of Sharesand the denominator of which is $750,000. Payments on the first $15 million of XFat Net Revenues shall be made incash and payments on the next $85 million of XFat Net Revenues shall (except asset forth in Section 1.2 below) be made in shares of Common Stock valued at$1.00 per share (“Xtra Shares”).  “XFatNet Revenues” shall mean gross proceeds received by the Company from sales ofX-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 formulationand sales of the X-Fat business. All cash payments under this subsection 1.1.1shall be made within 50 days after the end of each calendar quarter and 105days after the end of each year during the Sharing Period with respect to XFatNet Revenues during the calendar quarter prior to the payment date (except withrespect to the first payment in a calendar year which shall be with respect tothe last quarter of the prior year). The payments shall be made promptly after the release of the Company’sQuarterly Report on Form 10-QSB or Annual Report on Form 10-KSB, as appropriate.  Each such report shall contain disclosurewith respect to the amount of XFat Net Revenues generated during the applicableperiod.  The Xtra Shares shall be issuedpromptly after the Sharing Termination Date.

 

### 1.1.2                        Upon theSharing Termination Date, all Royalty Rights shall terminate and be of nofurther force or effect and Investors shall have no further rights to share inXFat Net Revenues.

 

### 1.1.3                        Eachdelivery by the Company to Investors of cash and Xtra Shares, as the case maybe, shall be accompanied by a written notice setting forth the calculationsused to arrive at such payment.

 

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

 

# 2.                                       Representationsand Warranties of the Company.  TheCompany 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 andassets and to carry on its business as presently conducted.

 

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

 

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## Documents constitute valid and legallybinding obligations of the Company, enforceable in accordance with their respectiveterms, except (i) as limited by applicable bankruptcy, insolvency,reorganization, moratorium and similar laws of general application affectingenforcement of creditors’ rights generally, (ii) as limited by lawsrelating to the availability of specific performance, injunctive relief, orother equitable remedies, and (iii) to the extent the indemnificationprovisions contained in the Transaction Documents may be limited by applicablefederal or state laws.

 

## 2.3                                 Rightsin X-Fat.  The Company owns allrights to produce, market, distribute and license X-Fat free and clear of allmortgages, liens, loans, pledges, security interests, claims, equitableinterests, charges, and encumbrances, except such encumbrances and liens whicharise in the ordinary course of business and do not materially impair theCompany’s ownership or use of such assets.

 

## 2.4                                 Sharesand Xtra Shares.  The Shares and allXtra Shares have been duly authorized (subject to the need to file the CharterAmendment) and when issued, will be fully paid and nonassessable.

 

## 2.5                                 CharterAmendment.  The Company acknowledgesthat it must file an amendment to its Amended and Restated Articles ofIncorporation to increase the number of shares of Common Stock the Company isauthorized to issue (“Charter Amendment”). Such Charter Amendment will be filed with the Nevada Secretary of Statepromptly following the 20th day after the mailing of an informationstatement (“Information Statement”) to the Company’s shareholders, whichinformation statement has been filed with the Securities and ExchangeCommission (“Commission”).  The Companyacknowledges that the information statement was mailed to its shareholders onor about March 18, 2004.

 

# 3.               Representationsand Warranties of the Investors. Each of the Investors, severally and not jointly, hereby represents andwarrants that:

 

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

 

## 3.2                                 Subordination.  The Investor understands and acknowledgesthat all cash payments to be made to it hereunder shall be subordinate in rightto payments required to be made to holders of the Company’s 12% Senior SecuredConvertible Promissory Notes.

 

## 3.3                                 PurchaseEntirely for Own Account.  TheInvestor acknowledges that all Shares and any Xtra Shares that may be issuedhereunder will be acquired for investment for the Investor’s own account andnot with a view to the resale or distribution of any part thereof.

 

## 3.4                                 Disclosureof Information.  The Investoracknowledges that copies of the Company’s Annual Report on Form 10-KSB/A forthe fiscal year ended December 31, 2002 and Quarterly Reports on Form 10-QSBfor the quarters ended March 31, 2003, June 30, 2003 and

 

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## September 30, 2003 as filed with theCommission were made fully available to it and it has reviewed and understandsthem.  The Investor acknowledges that ithas received all the information that it has requested relating to the Companyand the purchase of the Shares and the Royalty Rights.  The Investor further represents that it hashad an opportunity to ask questions and receive answers from the Companyregarding the terms and conditions of the offering of the Shares and RoyaltyRights.

 

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

 

## 3.6                                 RestrictedSecurities.  The Investorunderstands that the Shares and any Xtra Shares that it may receive will be“restricted securities” under the federal securities laws and that under suchlaws and applicable regulations such securities may only be sold pursuant to aneffective registration statement or an available exemption from registration.

 

## 3.7                                 Legends.  The Investor understands that thecertificates evidencing the Shares and any Xtra Shares that it may receive willbear the following legend:

 

“THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE SUBJECT TO RESTRICTIONSON 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 STATEMENTUNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FORTHE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAYBE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.”

 

## 3.8                                 FindersFees.  The Investor acknowledgesthat finders fees (cash of 8% of monies raised and shares of Common Stock equalto 8% of the number of Shares issued hereunder) will be paid to certainindividuals as compensation for introducing the Company to the Investors.  Investors may obtain additional informationregarding such finders fees by contacting the Company.

 

## 3.9                                 TaxTreatment.  The Investoracknowledges that the Company has not provided it with any advice as to the taxtreatment or ramifications of Royalty Rights or the cash and equity it mayreceive hereunder.  The Investor furtheracknowledges that the Company has urged it to seek independent advice withrespect to such tax matters.

 

## 3.10                           Wiringof Funds.  The Investor acknowledgesand agrees that, if he has already wired funds to the escrow agent for depositinto the escrow account, such funds shall be deemed to represent his investmentin Shares pursuant to the terms of this Agreement.

 

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# 4.               Registration Rights.

 

## 4.1                                 Filingof Registration Statement.  TheCompany agrees to file a registration statement with the Commission under theSecurities Act relating to the resale by the holders (“Holders”) of the XtraShares (collectively the “Registrable Securities”) within 90 days of theissuance date of such shares.  TheCompany will use commercially reasonable efforts to cause the registrationstatement to be declared effective by the Commission.  All costs associated with theregistration of the Registrable Securities, other than brokerage commissionsand counsel fees (if any) incurred by the Investors in connection with resalesof the Registrable Securities shall be borne by the Company.

 

## 4.2                                 Effectiveand Current.  The Company will useits reasonable commercial efforts to keep the registration statement whichregisters the Registrable Securities pursuant hereto effective and the relatedprospectus current until the earlier of the date by which all of theRegistrable Securities has been sold and the date that the RegistrableSecurities may be sold pursuant to Rule 144(k) promulgated under the SecuritiesAct.

 

## 4.3                                 AmendedProspectus. The Company will notifyeach Holder of such Registrable Securities as expeditiously as possiblefollowing the effectiveness of such registration statement filed pursuant tothis Section 4, and/or of any request by the Commission for the amending orsupplementing of such registration statement or prospectus.  If the prospectus is amended to comply withthe requirements of the Securities Act, the Holders, if requested by theCompany, will immediately cease making offers of the Registrable Securities andreturn all prospectuses to the Company and the Company will promptly providethe Holders with revised prospectuses to enable the Holders to resume makingoffers of the Registrable Securities. The Company will promptly notify the Holders, if after delivery of aprospectus to the Holders, that, in the judgment of the Company, it isadvisable to suspend use of the prospectus delivered to the Holders due topending material developments or other events that have not yet been publiclydisclosed and as to which the Company believes public disclosure would bedetrimental to the Company. Upon receipt of such notice, each such Holder willimmediately discontinue any sales of Registrable Securities pursuant to suchregistration statement until such Holder has received copies of a supplementedor amended prospectus or until such Holder is advised in writing by the Companythat the then current prospectus may be used and has received copies of anyadditional or supplemental filings that are incorporated or deemed incorporatedby reference in such prospectus.

 

4.4                                 Indemnification.

 

### 4.4.1                        TheCompany will indemnify the Holders of the Registrable Securities to be soldpursuant to any registration statement hereunder, the officers and directors ofeach Holder, each underwriter of such Registrable Securities and each person,if any, who controls such Holders or underwriters within the meaning of Section15 of the Securities Act or Section 20(a) of the Securities Exchange Act of1934, as amended (“Exchange Act”), or any state securities law or regulation,against all loss, claim, damage, expense or liability (including all reasonableattorneys’ fees and other expenses reasonably incurred in investigating,preparing or defending against any claim whatsoever incurred by the indemnifiedparty in any action or proceeding between (A) the indemnified party and anythird party or otherwise or (B) the indemnitor and the indemnified party onlywith respect to an action or proceeding to enforce the indemnificationprovisions of this Section 4.4.1 to which any of them may become subject underthe Securities Act, the Exchange Act or any other statute or at common law orotherwise under

 

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### the laws of any of the United States orforeign countries, arising from such registration statement or based upon anyuntrue statement or alleged untrue statement of a material fact contained in(x) any preliminary prospectus, the registration statement or prospectus (asfrom time to time each may be amended and supplemented); (y) any post-effectiveamendment or amendments or any new registration statement and prospectus inwhich is included the Registrable Securities; or (z) any application or otherdocument or written communication (collectively called “application”) executedby the Company or based upon written information furnished by the Company inany jurisdiction in order to qualify the Registrable Securities under thesecurities laws thereof or filed with the Commission, any state securitiescommission or agency or any securities exchange; or the omission or allegedomission therefrom of a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading, unless such statement or omission is madein reliance upon, and in conformity with, information furnished to the Companyby and with respect to such registered holders (“Purchaser Information”)expressly for use in any preliminary prospectus, the registration statement orprospectus, or any amendment or supplement thereof, or in any application, asthe case may be, or unless the indemnities failed to deliver a final prospectusin which the material misstatement or omission was corrected.  Subject to the foregoing provisions of thisparagraph, the Company will reimburse such Holder, underwriter and each suchcontrolling person for any legal or any other expenses reasonably incurred bysuch Holder, underwriter or controlling person in connection with investigatingor defending any such loss, claim, damage, liability or action.  The Company agrees promptly to notify suchHolders of the commencement of any litigation or proceedings against theCompany or any of its officers, directors or controlling persons in connectionwith the issue and sale or resale of the Registrable Securities or inconnection with the registration statement or prospectus.

 

### 4.4.2                        TheHolders agree to indemnify and hold harmless the Company, the officers anddirectors of the Company and each person, if any, who controls the Companywithin the meaning of Section 15 of the Securities Act or Section 20(a) of theExchange Act against all loss, claim, damage, expense or liability to which theCompany or such controlling person may become subject, under the Securities Actor otherwise insofar as such losses, claims, damages, expenses or liabilities(or actions in respect thereof) arise out of or are based upon PurchaserInformation that is included or relied upon by the Company in the registrationstatement or prospectus or any amendment or supplement thereto or in anyapplication; and will reimburse the Company, officer, director and each suchcontrolling person for any legal or other expenses reasonably incurred by themin connection with investigating or defending any such loss, claim, damage,liability or action, provided that such loss, claim, damage, expense orliability is found ultimately to arise out of or be based upon such PurchaserInformation.

 

### 4.4.3                        Any partyentitled to indemnification hereunder (“Indemnified Party”) will permit theCompany to assume the defense of any such claim or any litigation resultingtherefrom; provided, that counsel for the Company, who will conduct the defenseof such claim or litigation, will be approved by the Indemnified Party (whoseapproval shall not be unreasonably withheld). The Indemnified Party may participate in such defense at such party’sexpense; provided, however, that the Company will pay such expense ifrepresentation of such Indemnified Party by the counsel retained by the Companywould be inappropriate due to actual or potential differing interests betweenthe Indemnified Party and any other party represented by such counsel in suchproceeding; provided further that in no event will the Company be required

 

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### to pay the expenses of more than one law firmper jurisdiction as counsel for the Indemnified Party.  The Company is also responsible for theexpenses of such defense if the Company does not elect to assume such defense.  The Company, in the defense of any suchclaim 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 notinclude as an unconditional term thereof the giving by the claimant orplaintiff to such Indemnified Party of a release from all liability in respectof such claim or litigation, and no Indemnified Party may consent to entry ofany judgment or settle such claim or litigation without the prior written consentof the Company, which consent may not be unreasonably withheld.

 

## 4.5                                 Expirationof Registration Rights. Notwithstanding anything to the contrary contained herein, suchregistration is not required to be continued for any Holder of RegistrableSecurities if in the opinion of counsel to the Company, the Holder can sell hisRegistrable Securities without restriction under Rule 144(k) promulgated underthe Securities Act and all restrictive legends under the Securities Act areremoved from the certificates representing such securities and any stoptransfer order for such certificates is removed.

 

## 4.6                                 Successors.  The registration rights granted to theHolders 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.  Allof the representations and warranties made herein shall survive the executionand delivery of this Agreement.  TheInvestors are entitled to rely, and the parties hereby acknowledge that theInvestors have so relied, upon the truth, accuracy and completeness of each ofthe representations and warranties of the Company contained herein,irrespective of any independent investigation made by Investors.  The Company is entitled to rely, and theparties hereby acknowledge that the Company has so relied, upon the truth,accuracy and completeness of each of the representations and warranties of theInvestors contained herein, irrespective of any independent investigation madeby the Company.

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## 5.2                                 Successors and Assigns.  ThisAgreement is personal to each of the Investors and may not be assigned withoutthe written consent of the Company; provided, however, that anyof the Investors shall be permitted to assign its rights under this Agreementto any affiliate of such Investor.

 

## 5.3                                 GoverningLaw.  This Agreement shall begoverned by and construed under the laws of the State of New York as applied toagreements among New York residents entered into and to be performed entirelywithin New York.  The Company (1) agreesthat any legal suit, action or proceeding arising out of or relating to thisAgreement shall be instituted exclusively in New York State Supreme Court,County of New York, or in the United States District Court for the SouthernDistrict of New York, (2) waives any objection which the Company may have nowor 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 SouthernDistrict of New York in any such suit, action or proceeding.  The Company further agrees to accept andacknowledge service of any and all process which may be served in any suchsuit, action or proceeding in the New York

 

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

 

## 5.4                                 Counterparts.  This Agreement may be executed in two ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument. This Agreement, onceexecuted by a party, may be delivered to the other party hereto by facsimiletransmission of a copy of this Agreement bearing the signature of the party sodelivering this Agreement.

 

## 5.5                                 Titlesand Subtitles.  The titles andsubtitles used in this Agreement are used for convenience only and are not tobe considered in construing or interpreting this Agreement.

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## 5.6                                 Notices.  Unlessotherwise provided, any notice, authorization, request or demandrequired or permitted to be given underthis Agreement shall be given in writing and shall be deemed effectively givenupon personal delivery to the party to be notified or three (3) days followingdeposit with the United States Post Office, by registered or certified mail,postage prepaid, or two days after it is sent by an overnight deliveryservice, or when sent by facsimile with machine confirmation of deliveryaddressed as follows:

 

If to theInvestors to:

 

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

 

If to Company,to:

 

Vital Living,Inc.

5080 North40th Street,

Suite 105,Phoenix, AZ 85018

TelecopierNo.: (602) 952-7129

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

 

In eithercase, with a copy to:

 

GraubardMiller

600 ThirdAvenue

New York, NewYork 10016

TelecopierNo.: (212) 818-8881

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

 

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

 

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parties in conformity with this Section.

 

## 5.7                                 Amendmentsand Waivers.  Any term of thisAgreement may be amended and the observance of any term of this Agreement maybe waived (either generally or in a particular instance and eitherretroactively or prospectively), only with the written consent of the Companyand Investors holding Shares evidencing, in the aggregate, an amount equal tonot less than 50.1%****of theaggregate amount of Shares purchased hereunder.  Any amendment or waiver effected in accordance with thisparagraph shall be binding upon each holder of any securities purchased orissued under this Agreement, each future holder of all such securities, and theCompany.

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## 5.8                                 Severability.  If one or more provisions of this Agreementare held to be unenforceable under applicable law, such provision shall beexcluded from this Agreement and the balance of this Agreement shall beinterpreted as if such provision were so excluded and shall be enforceable inaccordance with its terms.

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## 5.9                                 EntireAgreement.  This Agreement and thedocuments referred to herein constitute the entire agreement among the partiesand no party shall be liable or bound to any other party in any manner by anywarranties, representations, or covenants except as specifically set forthherein or therein.

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

 

## IN WITNESS WHEREOF, the partieshave 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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SCHEDULEOF INVESTORS

 

 
| **Name and Address** |   | **Shares Subscribed For** |   | **Purchase Price** |   | **Signature** |
|----------------------|--------|---------------------------|--------|--------------------|--------|---------------|
|                 |   |                      |   |               |   |          |
|                 |   |                      |   |               |   |          |
|                 |   |                      |   |               |   |          |

 

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