Form of Lock Up Agreement
Exhibit 10.7
December 31, 2002
Vital Living, Inc.
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Dear Sirs:
Reference is made to that certain Confidential Private Placement
Memorandum (the "Memorandum") dated as of October 28, 2002 (as may be
supplemented from time to time) relating to the sale of securities by Vital
Living, Inc. (the "Company") through selected agents including Aegis Capital
Corp and HCFP Xxxxxxx Securities.
This letter will confirm that I will not, without your prior written
consent, sell, transfer, , or otherwise assign, whether directly or indirectly
(other than with respect to a family member), the shares of common stock of the
Company owned by me, whether owned at this time or acquired at a subsequent date
through the exercise of any options or warrants, or acquired from the Company or
in open market transactions, for a period (the "Lock-up Period") expiring on the
earlier to occur of (a)120 days following the effective date of any registration
statement filed in respect of the securities sold pursuant to the Memorandum
(the "Effective Date", or (b) November 20, 2003. In addition, after the
expiration of the Lock-Up Period, and until the earlier to occur of the one year
anniversary of the Effective Date or February 20, 2004, I will not sell in
excess of 40,000 shares per month in any calendar month.
Notwithstanding the foregoing, the Lock-up Period shall expire immediately
prior to the occurrence or consummation of any transaction involving the direct
or indirect sale or exchange by the shareholders of the Company of a majority of
the voting stock of the Company; a merger or consolidation of the Company with
or into another entity; the sale, exchange or transfer of all or substantially
all of the assets of the Company to any person other than a parent or subsidiary
of the Company; a liquidation or dissolution of the Company to any person other
than a parent or subsidiary of the Company; or any similar liquidity event
involving the Company or its shareholders.
Very truly yours,
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