EMPLOYMENT AGREEMENT
AGREEMENT, dated as of April 1, 2002, between Vital Living, Inc., a
Nevada corporation (the "Company"), and Xxxxxx Xxxxxx (the "Executive").
Recitals
WHEREAS, Company is currently seeking working capital financing in the
minimum amount of $5,000,000 (the "Financing").
WHEREAS, Company, upon securing a minimum of $2,900,000 of the
Financing, or other financing acceptable to Company (such date shall be the
"Effective Date"), the Company wishes to secure the services of the
Executive, on and subject to the terms and conditions set forth in this
Agreement, and the Executive is willing to provide such services on and
subject to the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and conditions in this Agreement, and other good and valuable
considerations, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Term of Services. The Executive's "term of employment", as this phrase
is used throughout this Agreement, shall be for the period beginning on the
first business day following Effective Date and ending on the third
anniversary thereof, subject, however, to earlier termination as expressly
provided herein.
2. Employment. The Company shall, during the term of employment, employ the
Executive, and the Executive shall serve as, Executive Vice President of
the Company, the Executive shall have such other functions, duties,
powers and responsibilities as the Board of Directors shall designate
from time to time which are normally associated with the position of
Executive Vice President reasonably comparable to Company. During the
period of his employment hereunder, Executive shall devote the majority
of his business time, interest attention, and effort to the faithful
performance of his duties hereunder. The Executive shall, without
additional compensation, be elected to serve as a member of the Board of
Directors of the Company as well as any committee of the Board of
Directors of the Company to which he may be elected or appointed from
time to time. During the term hereof, Executive shall not materially
vary the terms of his employment with the Company, without the specific
written authorization from the Board of Directors.
3. Place of Employment. The Executive's principal place of employment shall
be the Phoenix, Arizona metropolitan area, and may change from time to
time, subject to such reasonable travel as the rendering of the services
hereunder may require. Company acknowledges and agrees that Executive
shall remain a resident of Los Angeles, California during the term of
employment but shall be required to a substantial portion of his time and
services required hereunder in metropolitan Phoenix, Arizona.
4. Compensation; Other Agreements.
4.1Base Salary. Upon successful closing of the Financing, as determined
by the Company's Board of Directors, the Company shall pay or cause
to be paid to the Executive, during the first year of the term of
employment, a base salary of $80,000 per annum (the "Base Salary")
paid monthly in equal installments on the 15th and 30th of each
month, with the last installments prorated from the Effective Date.
Executive's Base Salary shall increase to $120,000 on the first
anniversary of the Effective Date and continue for the term of this
Agreement.
4.2Reimbursement. The Company shall pay or reimburse the Executive for
all reasonable and necessary expenses incurred or paid by the
Executive in the performance of his services hereunder upon
presentation of expense statements or vouchers or such other
supporting information as the Company may customarily require of its
executives.
4.3Vacation Policy. The Executive shall be entitled to paid vacation in
accordance with the vacation policy of the Company; provided,
however, that the Executive shall be entitled to at least two weeks
paid vacation during each year of the term of employment.
4.4 Signing Bonus. Assuming the Financing is secured, as an
inducement for Executive to begin his employment with Company,
Company agrees to compensate Executive with a $150,000 cash signing
bonus to be paid on the first business day following the date that
the company is in receipt of the net proceeds of the Financing, as
determined by the Board of Directors.
4.5Warrant. Concurrently with the execution of this Agreement, the
Company and Executive shall enter into the Warrant Agreement attached
hereto as Exhibit A.
5. Non Competition During and After Term of Employment. During the
employment term, and for a period of two (2) years from the last date of
employment, Executive shall not, directly or indirectly, whether as a
partner, employee, creditor, shareholder, or otherwise, promote,
participate, or engage in any activity or other business directly
competitive with the Company's business, except with express permission
of the Board of Directors. In addition, Executive, while employed, shall
not take any action without the Company's prior written consent to
establish, form, or become employed by a competing business on
termination of employment by the Company, Executive's failure to comply
with the provisions of the preceding sentence shall give the Company the
right (in addition to all other remedies the Company may have) to
terminate any benefits or compensation to which Executive may be
otherwise entitled following termination of this Agreement.
6. Termination by the Company. The Company may terminate this Agreement for
cause if any one or more of the following shall occur:
6.1The Executive shall die during the term of employment; provided,
however, that the Executive's beneficiaries shall be entitled to
receive his Base Salary, or any accrual thereof, through the last day
of the month in which his death occurs.
6.2The Executive shall become physically or mentally disabled so that he
is unable to perform or substantially perform his services for (i) a
period of sixty (60) consecutive days, or (ii) for shorter periods
aggregating sixty (60) days during any twelve-month period.
Notwithstanding such disability the Company shall continue to pay the
Executive his Base Salary, or any accrued portion thereof, through
the date of such termination.
For purposes of this Section 6.2, "physically or mentally disabled"
shall mean the physical or mental inability of Executive to perform
all or substantially all of his regular duties for the Company and
effectively participate in the business affairs of the Company. If
the Executive, or his personal representative, and the Company cannot
agree on whether the Executive is physically or mentally disabled for
purposes of this Section 6.2, the Executive, or his personal
representative, and the Company shall each designate a medically
qualified arbitrator and the two (2) arbitrators so selected shall
make this determination prior to any termination of this Agreement.
If the two (2) arbitrators cannot agree on the determination of
disability within thirty (30) days of their appointment, they shall
select an independent medically qualified arbitrator who shall
unilaterally make such determination prior to any termination of this
Agreement. All arbitrators shall be entitled to receive and rely on
any medical or other advice which they shall deem necessary and
required to enable them to make their determination and their
decision shall be final and binding on the Executive and his heirs,
successors and assigns. The Executive and the Company shall each pay
the expenses for the arbitrator they select and shall equally share
the expenses of the third arbitrator, if any.
6.3The Executive acts in a manner that provides Cause for termination.
For the purposes of this Agreement, the term "Cause" means (i) the
conviction of the Executive of any felony involving moral turpitude,
or (ii) any act of fraud, theft or embezzlement by the Executive
involving assets of the Company.
7. Termination by the Executive. The Executive may terminate this Agreement
on sixty (60) days written notice to the Company.
8. Severance. If the Company terminates this Agreement without Cause, then:
the Company shall pay the Executive a lump sum cash payment (the
"Severance Payment") equal to twelve (12) months current Base Salary,
payable on the date of termination of this Agreement. If the Executive
terminates this Agreement, the Company shall pay the Executive through
the last day of employment, plus any accrued Base Salary, vacation or
sick time.
9. Benefits. During the term of employment the Executive shall be eligible
to participate in any 401(K), pension, group insurance, hospitalization,
medical, dental, accident, disability or similar plan or program of the
Company now existing or established hereafter to the extent that he is
eligible under the general provisions hereof.
9 (a) The Company will pay the entire monthly health premium for the
executive, which will include coverage for his immediate family (wife
and dependent children). The Executive will be responsible for any co-
pays or deductibles.
10.Notices. All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by
reputable overnight courier, prepaid, or mailed first-class, postage
prepaid, by registered or certified mail, as follows (or to such other or
additional address as either party shall designated by notice in writing
to the other in accordance herewith):
(i) If to the Company:
Vital Living, Inc
0000 Xxxxx Xxxxx Xx.
Xxxxx, XX 00000
(ii) If to the Executive, to the address set forth on the records of the
Company. With a copy to:
Xxxxx Xxxxx, Esq.
Xxxxx Xxxxx, A Professional Corporation
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000-0000
11.Nonsolicitation. During the term of this Agreement and for a period of
three (3) years after its termination Executive will not (a) directly or
indirectly recruit, solicit or otherwise influence any member of the
Company, or any distributor of the Company to discontinue any
relationship with the Company; (b) employ or seek to employ, or cause or
permit any business which competes directly or indirectly with the
Company (the "Competitive Business") to employ or seek to employ for any
Competitive Business any person who is then (or was at any time within
six months prior to the date Executive or the Competitive Business
employs or seeks to employ such person) a distributor for the Company; or
(c) interfere with, or disrupt or attempt to disrupt any past, present or
prospective relationship, contractual or otherwise, between the Company
and any customer, employee, distributor or agent of the Company.
12.Non-Disclosure of Information. The Executive acknowledges that the
databases of the Company (collectively, the "Proprietary Information")
are valuable, special and unique assets of the Company, access to and
knowledge of which are essential to the performance of the Executive
hereunder. In light of the highly competitive nature of the industry in
which the Company's business is, the Executive agrees that all
Proprietary Information, heretofore or in the future obtained by the
Executive as a result of the Executive's association with the Company,
shall be considered confidential.
In recognition of this fact, the Executive agrees that the Executive will
never use or disclose any of such Proprietary Information for the
Executive's own purposes or for the benefit of any person or other entity
or organization (except the Company) under any circumstances unless such
Proprietary Information has been publicly disclosed generally or, unless
upon written advice of legal counsel reasonably satisfactory to the
Company, the Executive is legally required to disclose such Proprietary
Information.
13.General.
13.1 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Arizona applicable to agreements made and to be performed entirely in
Arizona.
13.2 Captions. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning
or interpretation of this Agreement.
13.3 Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject
matter hereof and supersedes all prior agreements, arrangements and
understandings, written or oral, between the parties.
13.4 Representations. The Company represents and warrants to the
Executive that this Agreement is legal, valid and binding on the
Company, enforceable in accordance with its terms. No representation,
promise or inducement has been made by either party that is not
expressly stated in this Agreement, and neither party shall be bound
by or be liable for any alleged representation, promise or inducement
not so set forth.
13.5 Assignment. This Agreement and the Executive's rights and
obligations hereunder may not be assigned by the Executive. This
Agreement will be binding on any successors or assigns of the
Company.
13.6 Amendments; Waivers. This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants
hereof may be waived only by written instrument executed by both of
the parties hereto, or in the case of a waiver, by the party waiving
compliance. The failure of either party at any time or times to
require performance of any provision hereof shall in no manner affect
such party's right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of
any other terms or covenant contained in this Agreement.
13.7 Beneficiaries. Whenever this Agreement provides for any payment
to the Executive's estate, such payment may be made instead to such
beneficiary or beneficiaries as the Executive may designate in
writing filed with the Company. The Executive shall have the right
to revoke any such designation and to redesignate a beneficiary or
beneficiaries by written notice to the Company (and to any applicable
insurance company) to such effect.
13.8 Validity; No Mitigation. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect. In the event of the termination of
this Agreement by the Executive pursuant to Section 6, the Executive
shall not be required to seek other employment in order to mitigate
his damages hereunder, and, regardless of the period with respect to
which paid, no compensation or other payments from any other
employment, services or activity of the Executive shall be applied by
the Company in reduction of or be payable or paid by the Company
pursuant to this Agreement.
13.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
13.10 Resolution of Disputes. Any dispute or controversy arising with
respect to this Agreement may be referred by either party to
JAMS/ENDISPUTE for resolution in JAMS/ENDISPUTE. Any such
proceedings shall take place in Arizona before an arbitrator
appointed in accordance with the procedures of JAMS/ENDISPUTE. The
resolution of any such dispute or controversy by such arbitrator
shall be final and binding. Judgment upon the award rendered by such
arbitrator may be entered in any court having jurisdiction thereof,
and the parties consent to the jurisdiction of the Arizona state
courts for this purpose. The prevailing party shall be entitled to
recover the costs of arbitration (including reasonable attorneys'
fees and the fees of experts) from the losing party. If at the time
any dispute or controversy arises with respect to this Agreement,
JAMS/ ENDISPUTE is not in business or is no longer providing
arbitration services, then the American Arbitration Association shall
be substituted for JAMS/ENDISPUTE for the purposes of the foregoing
provisions of this section.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
COMPANY
Vital Living, Inc., a Nevada corporation
By:/s/ Xxxx Xxxxx
Xxxx Xxxxx, CEO
EXECUTIVE
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
EXHIBIT A
WARRANT
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE
SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SUCH
ACT OR ANY APPLICABLE STATE SECURITIES LAWS. AS A CONDITION TO SALE OR OTHER
TRANSFER OF THE SECURITY, THE COMPANY MAY, AT ITS OPTION, REQUIRE THE
PROPOSED TRANSFEROR HEREOF TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL,
WHICH OPINION AND WHICH COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRE FOR SUCH
PROPOSED SALE OR OTHER TRANSFER.
Warrant # W. - _____________
To Purchase 1,340,000 Shares of Common Stock ($0.001 par value)
VITAL LIVING, INC.
Incorporated Under the Laws of the State of Nevada
Warrant
1. Basic Terms. This certifies that the registered owner is entitled,
subject to the terms and conditions of this Warrant, at any time and from
time to time, in whole or in part, from the time set forth in Paragraph 3
below until the expiration date, to purchase 1,340,000 shares of the Common
Stock, par value $0.001 (the "Common Stock"), of Vital Living, Inc. (the
"Company") from the Company at the purchase price set forth in Paragraph 2
below, on delivery of this Warrant to the Company with the exercise form duly
executed and payment of the purchase price (in cash or by certified or bank
cashier's check payable to the order of the Company) for each share
purchased.
Registered Owner: XXXXXX TRUST No. 2,
2. Purchase Price. The purchase price per share shall be $1.50.
3. Exercise of Warrants.
3.1 When Exercisable. At any time prior to the expiration of the five
(5) year period commencing upon the Effective Date of the Employment
Agreement to which this Warrant is an Exhibit (the "Expiration Date"), Holder
shall have the right to exercise this warrant to purchase in whole or in part
the Shares of Common Stock. This Warrant shall expire, become void and be of
no further force or effect after the Expiration Date.
3.2 Payment. Subject to compliance with the terms and conditions of
this Warrant and applicable securities laws, this Warrant may be exercised
according to the provisions set forth in Section 3.1 by the delivery
(including, without limitation, delivery by facsimile) of the form of Notice
of Exercise attached hereto as (the "Notice of Exercise"), duly executed by
the Holder, at the principal office of the Company, and as soon as
practicable after such date, surrendering
(i) this Warrant at the principal office of the Company, and
(ii) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder; or
(iii) by a combination of (i) and (ii), of an amount equal to the product
obtained by multiplying the number of shares of Common Stock being purchased
upon such exercise by the then effective Purchase Price (the "Exercise
Amount").
3.3 "Easy Sale" Exercise. When, and if, the Company's Common Stock
is traded on the NASDAQ, AMEX, NYSE or like stock exchange with quantitative
and qualitative listing requirements, Holder may, in lieu of the payment
methods set forth in Section 3.2(ii) above, when permitted by law and
applicable regulations (including Nasdaq and NASD rules), pay the Purchase
Price through a "same day sale" commitment from the Holder (and if applicable
a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer"), whereby the Holder irrevocably elects to exercise
this Warrant and to sell a portion of the shares so purchased to pay the
Purchase Price and the Holder (or, if applicable, the NASD Dealer) commits
upon sale (or, in the case of the NASD Dealer, upon receipt) of such shares
to forward the Purchase Price directly to the Company.
3.4 Company Contribution. At any time that the Holder exercises its
rights to purchase Shares of Common Stock pursuant to this Warrant, the
Company hereby agrees to further compensate the Holder by paying half of the
Purchase Price per share ($0.75) for each share of common stock the Holder
exercises.
3.5 Stock Certificates; Fractional Shares. As soon as practicable on
or after the date of any exercise of this Warrant, the Company shall issue
and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of whole shares of Common Stock
issuable upon such exercise, together with cash in lieu of any fraction of a
share equal to such fraction of the current Fair Market Value of one whole
share of Common Stock as of such date of exercise. No fractional shares or
scrip representing fractional shares shall be issued upon an exercise of this
Warrant.
3.6 Partial Exercise; Effective Date of Exercise. In case of any
partial exercise of this Warrant, the Company shall cancel this Warrant upon
surrender hereof and shall execute and deliver a new Warrant of like tenor
and date for the balance of the shares of Common Stock purchasable hereunder.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided
above. The person entitled to receive the shares of Common Stock issuable
upon exercise of this Warrant shall be treated for all purposes as the holder
of record of such shares as of the close of business on the date the Holder
is deemed to have exercised this Warrant.
3.7 Termination of Purchase Right.
(i) For Cause. If the Holder is terminated by the Company for
Cause (as defined in the Employment Agreement) the Holder shall have fifteen
(15) days to exercise and purchase all of the Shares of Common Stock.
Following the expiration of the fifteen (15) day period this Warrant shall
become null and void and the Holder's right to acquire any shares of Common
Stock pursuant to this Warrant shall cease.
(ii) Termination other than for Cause. If the Holder's engagement
with the Company is terminated other than pursuant to a termination by the
Company for Cause (as defined in the Employment Agreement) the Holder shall
have the right to purchase all of the Shares at any time prior to and until
the Expiration Date.
4. Company's Covenants as to Common Stock. Shares deliverable on the
exercise of this Warrant shall, at delivery, be fully paid and non-
assessable, free from taxes, liens, and charges with respect to their
purchase. The Company shall take any necessary steps to assure that the par
value per share of the Common Stock issuable hereunder is at all times equal
to or less than the then current Warrant purchase price per share of the
Common Stock issuable pursuant to this Warrant. The Company shall at all
times reserve and hold available sufficient shares of Common Stock to satisfy
all conversion and purchase rights of all outstanding convertible securities,
options, and warrants, including, without limitation, this Warrant.
5. Method of Exercise. The purchase rights represented by this Warrant
are exercisable at the option of the registered owner in whole at any time,
or in part, from time to time, within the period above specified. In case of
the exercise of this Warrant for less than all shares purchasable, the
Company shall cancel the Warrant and execute and deliver a new Warrant of
like tenor and date for the balance of the shares purchasable.
6. Limited Rights of Owner. This Warrant does not entitle the owner to
any voting rights or other rights as a shareholder of the Company, or to any
other rights whatsoever except the rights herein expressed. No dividends are
payable or will accrue on this Warrant or the shares purchasable hereunder
until, and except to the extent that, this Warrant is exercised.
7. Exchange or Other Denominations. This Warrant is exchangeable, on
its surrender by the registered owner to the Company, for new Warrants of
like tenor and date representing in the aggregate the right to purchase the
number of shares purchasable hereunder in denominations designated by the
registered owner at the time of surrender.
8. Transfer. Except as otherwise above provided, this Warrant is
transferable only on the books of the Company by the registered owner in
person or by attorney, on surrender of this Warrant, properly endorsed.
9. Recognition of Registered Owner. Prior to due presentment for
registration of transfer of this Warrant, the Company may treat the
registered owner as the person exclusively entitled to receive notices and
otherwise to exercise rights hereunder.
10. Effect of Stock Split, etc. If the Company, by stock split, stock
dividend, reverse split, reclassification of shares, or otherwise, changes as
a whole the outstanding Common Stock into a different number or class of
shares, then: (1) the number and/or class of shares as so changed shall, for
the purposes of this Warrant, replace the shares outstanding immediately
prior to the change; and (2) the Warrant purchase price in effect, and the
number of shares purchasable under this Warrant, immediately prior to the
date upon which the change becomes effective, shall be proportionately
adjusted (the price to the nearest cent). Irrespective of any adjustment or
change in the Warrant purchase price or the number of shares purchasable
under this or any other Warrant of like tenor, the Warrants therefore and
thereafter issued may continue to express the Warrant purchase price per
share and the number of shares purchasable as the Warrant purchase price per
share and the number of share purchasable were expressed in the Warrant when
initially issued.
11. Effect of Merger, etc. If the Company consolidates with or merges
into another corporation, the registered owner shall thereafter be entitled,
upon exercise of this Warrant, to purchase, with respect to each share of
Common Stock purchasable hereunder immediately before the consolidation or
merger becomes effective, the securities or other consideration to which a
holder of one share of Common Stock is entitled in the consolidation or
merger without any change in or payment in addition to the Warrant purchase
price in effect immediately prior to the merger or consolidation. The
Company shall take any necessary steps in connection with a consolidation or
merger to assure that all the provisions of this Warrant shall thereafter be
applicable, as nearly as reasonably may be, to any securities or other
consideration so deliverable on exercise of this Warrant. The Company shall
not consolidate or merge unless, prior to consummation, the successor
corporation (if other than the Company) assumes the obligations of this
paragraph by written instrument executed and mailed to the registered owner
at the address of the owner on the books of the Company. A sale or lease of
all or substantially all the assets of the Company for a consideration (apart
from the assumption of obligations) consisting primarily of securities is a
consolidation or merger for the foregoing purposes.
12. Notice of Adjustment. On the happening of an event requiring an
adjustment of the Warrant purchase price or the shares purchasable hereunder,
the Company shall forthwith give written notice to the registered owner
stating the adjusted Warrant purchase price and the adjusted number and kind
of securities or other property purchasable hereunder resulting from the
event and setting forth reasonable detail of the method of calculation and
the facts upon which the calculation is based. The Board of Directors of the
Company, acting in good faith, shall determine the calculation.
13. Notice and Effect of Dissolution, etc. In case a voluntary or
involuntary dissolution, liquidation, or winding up of the Company (other
than a connection with a consolidation or merger covered by Paragraph 11
above) is at any time proposed, the Company shall give at least 30 days'
prior written notice to the registered owner. Such notice shall contain:
(1) the date on which the transaction is to take place; (2) the record date
(which shall be at least 30 days after the giving of the notice) as of which
holders of Common Stock will be entitled to receive distributions as a result
of the transaction: (3) a brief description of the transaction; (4) a brief
description of the distributions made to holders of Common Stock as a result
of the transaction and (5) an estimate of the fair value of the
distributions. On the date of the transaction, if it actually occurs, this
Warrant and all rights hereunder shall terminate.
14. Registration of Common Stock. Neither this Warrant nor the shares
of Common Stock issuable upon exercise hereof, have been registered under the
Securities Act of 1933, as amended. The initial Holder hereof has delivered
to Vital Living, Inc. a written statement to the effect that he is purchasing
this Warrant for his own account for investment and not with a view to or for
sale in connection with any distribution thereof except in conformity with
the provisions of the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, and applicable state securities laws, and
has further agreed that this Warrant may also state that it may not be sold
or transferred in the absence of an effective registration statement under
the Securities Act of 1933, and applicable state securities laws, or an
opinion of counsel which opinion shall be satisfactory to Vital Living, Inc.
to the effect that there is an exemption therefrom. In addition, the initial
Holder hereto agrees to deliver to Vital Living, Inc. a similar written
statement with respect to any shares of Common Stock purchased upon the
conversion of this Warrant unless such shares have at the time of issuance
been registered under the Securities Act of 1933, as amended, and applicable
state securities laws.
15. Method of Giving Notice; Extent Required. Notices shall be given
by first class mail, postage prepaid, addressed to the registered owner at
the address of the owner appearing in the records of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ______ day of ______________, 2002.
COMPANY
Vital Living, Inc., a Nevada corporation
By: _______________________________________
Xxxx X. Xxxxx, CEO
HOLDER
__________________________________________
Xxxxx Xxxxxx, Trustee
Exercise Form
(To be executed by the registered owner to purchase
Common Stock pursuant to the Warrant)
To: Vital Living, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxx, XX 00000
The undersigned hereby: (1) irrevocably subscribed for ___________ shares of
your Common Stock pursuant to this Warrant, and encloses payment of
$_____________ therefor, (2) requests that a certificate for the shares be
issued in the name of the undersigned and delivered to the undersigned at the
address below; and (3) if such number of shares is not all of the shares
purchasable hereunder, that a new Warrant of like tenor for the balance of
the remaining shares purchasable hereunder be issued in the name of the
undersigned and delivered to the undersigned at the address below.
Date: _____________________
Signature: _________________________________________________________
(Please sign exactly as name appears on Warrant)
Printed Name: _________________________________________________________
Address: _________________________________________________________
_________________________________________________________
Taxpayer ID No.: _________________________________________________________
ASSIGNMENT FORM
(To be executed by the registered owner to transfer the Warrant)
For value received the undersigned hereby sells, assigns, and transfers
to:
Name ___________________________________________________________
Address ___________________________________________________________
___________________________________________________________
this Warrant irrevocably appoints ________________________ attorney (with
full power of substitution) to transfer this Warrant on the books of the
Company.
Date: ___________________________
__________________________________________________________
(Please sign exactly as name appears on Warrant)
Taxpayer ID No. ___________________
In the presence of _______________________
Signature guaranteed by:
______________________________________
