STOCKHOLDERS’ AGREEMENT by and among Bradley D. Edson Stuart A. Benson Donald Hannah Stephen Morris SkyePharma PLC Fifth Avenue Capital, Inc. and VITAL LIVING, INC. (a Nevada corporation) Dated: August 20 , 2003Stockholders’ Agreement • September 3rd, 2003 • Fifth Avenue Capital Inc • Pharmaceutical preparations • New York
AGREEMENT dated as of August 14, 2003 by and among Bradley D. Edson, an individual having an office at 5080 North 40th Street, Phoenix, AZ 85018, (“Edson”); Stuart A. Benson, an individual having an office at 5080 North 40th Street, Phoenix, AZ 85018 (“Benson”), Donald Hannah, an individual having an office at 5080 North 40th Street, Phoenix, AZ 85018 (“Hannah”), SKYEPHARMA PLC, a company incorporated under the laws of England and Wales having its office at 105 Piccadilly, London, England W1J 7NJ (“Skye”), FIFTH AVENUE CAPITAL INC, a corporation having its offices at 10 E. 63rd Street, New York, New York 10021 (“Fifth Avenue Capital”), and STEPHEN MORRIS, an individual having his office at 10 E. 63rd Street, New York, New York 10021 (“Morris”) and VITAL LIVING, INC., a Nevada corporation having an office at 5080 North 40th Street, Suite 105, Phoenix, AZ 85018-2158 (the “Company”). Edson, Benson, and Hannah and are collectively referred to as the “Founders Group”, and Fifth Avenue Capit
FORM OF ESCROW AGREEMENTEscrow Agreement • September 3rd, 2003 • Fifth Avenue Capital Inc • Pharmaceutical preparations • New York
This Escrow Agreement (the “Agreement”) is entered into as of August 20, 2003, by and among “Vital Living, Inc., a Nevada corporation (“Acquiror”), E-Nutriceuticals, Inc., a Delaware corporation (“ENI”), Mercantile National Bank-California, (“Mercantile National Bank”) a California banking corporation, in its capacity as escrow agent hereunder (the “Escrow Agent”) and Stephen Morris, in his capacity as the representative (the “Shareholders’ Representative”) of all the ENI Shareholders which beneficially own Escrow Shares (the “Escrow Shareholders”) in connection with the transaction set forth in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated August 20, 2003, by and among VLEN Acquisition Corp., Inc., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Acquiror, Acquiror and ENI.
