EXHIBIT 4.13
SUBSCRIPTION AGREEMENT
PARTY A: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ON BEHALF OF
STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD.
PARTY B: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ON BEHALF OF
VITAL LIVING INC. (REFERRED TO HEREIN AS THE "COMPANY")
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ON BEHALF OF STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD.
AND ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ON BEHALF OF VITAL LIVING INC. REACHED COMPLETE AGREEMENT
ON THE FOLLOWING TERMS CONCERNING THAT STRONG INTERNATIONAL ENTERPRISES (HK)
COMPANY LTD. PURCHASING STOCKS OF VITAL LIVING INC. ON THE TERMS MUTUALLY AGREED
UPON BY STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD. AND VITAL LIVING INC.
1. STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD. (officially
registered in Hong Kong, hereinafter referred to as "Strong Company" or
"Subscriber") will be the entity to purchase FIVE HUNDRED THOUSAND
(500,000) SHARES OF THE PREFERRED STOCK OF VITAL LIVING, INC. AT
USD1.00/SHARE in accordance with the following terms and the terms of
the ATTACHMENT 1 mutually agreed upon by Party A and Party B.
UNITS OFFERED: 30 Units, at a price per Unit of $100,000.
Each Unit consists of 100,000 shares of
Series B Preferred Stock, 100,000 Class D
Warrants and 100,000 Class E Warrants.
Subscriptions for partial units may be
accepted under certain circumstances.
OFFERING SIZE-MINIMUM 5 UNITS OR $ 500,000
OFFERING SIZE-MAXIMUM 30 UNITS OR $ 3,000,000
PREFERRED STOCK The shares of Preferred Stock included in
the Units are offered at a price of $1.00
PER SHARE, convertible into common stock
after TWELVE (12) MONTHS from the date of
issuance on a one for one basis.
DIVIDEND ON PREFERRED: The Preferred Stock will have a MINIMUM
DIVIDEND OF 50%, payable in common stock 12
MONTHS from the date of its issuance to the
investor and 50%, payable in common stock
24 MONTHS from the date of its issuance to
the investor.
WARRANTS SHARES AND EXERCISE PRICE:
- Same number (100%) of Class D Warrants as the number of purchased
shares of Preferred Stock will be issued to Party A at the same
time when all the legal documents are released by Party B to party
A.
- Class D Warrants Exercise Price: $1.30 per share of Common Stock.
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- Same number (100%) of Class E Warrants as the number of purchased
shares of Preferred Stock will be issued to Party A at the same
time when all the legal documents are released by Party B to party
A.
- Class E Warrants Exercise Price: $1.60 per share of Common Stock.
WARRANT TERM:
The period commencing on the Initial Closing of the Offering
and terminating on the fifth anniversary of such date.
NUMBER OF SHARES ISSUABLE UPON THE EXERCISE OF EACH OF THE CLASS D
AND CLASS E WARRANTS:
One Share of Common Stock per Warrant
THE ATTACHMENT I AND ATTACHMENT II ARE ALL INSEPARABLE PARTS OF THIS
SUBSCRIPTION AGREEMENT, WHICH HAVE THE SAME BINDING FORCE ON BOTH PARTY
A AND PARTY B AS THE MAIN TEXT OF THIS SUBSCRIPTION AGREEMENT.
2. PAYMENT AND TERMS
2.1 In order to complete the subscription, Party A will be required to
accompany the entire executed Subscription Agreement with the tender of
the correct purchase price in cash, certified check (made payable to
Vital Living, Inc, wire transfer or similar payment. Wire transfers
should be sent to ▇▇▇▇▇ FARGO BANK, ARIZONA, N.A., ACCOUNT NO.
1014446528 ABA NUMBER ▇▇▇▇▇▇▇▇▇ (SWIFT CODE FOR ▇▇▇▇▇▇▇▇ TRANSFERS IS
WFBiUS6S. The minimum investment is one Unit at $100,000 per Unit
although partial Units may be subscribed for in the sole discretion of
the Company. See Paragraph 4 to the Subscription Agreement.
Deliver or mail items 1, 2 and 3 to the Company at the address on the
previous page.
THIS SUBSCRIPTION AGREEMENT WILL BE EFFECTIVE UNTIL JULY 10, 2003,
WHICH IS THE DEADLINE FOR THE FIRST PURCHASE OF 5 UNITS ($500,000).
ON THE CONDITION THAT THE AFORESAID FIRST PURCHASE IS EXECUTED BEFORE
OR ON JULY 10, 2003, THIS SUBSCRIPTION AGREEMENT WILL CONTINUE TO BE
EFFECTIVE UNTIL SEPTEMBER 30, 2003, WHICH IS THE DEADLINE FOR THE
SECOND PURCHASE OF UP TO 25 UNITS ($2,500,000).
Unless fully executed by JULY 10, 2003 FOR THE FIRST PURCHASE OF 5
UNITS ($500,000) AND UNLESS FULLY EXECUTED BY SEPTEMBER 30, 2003 FOR
THE SECOND PURCHASE OF ADDITIONAL MAXIMUM 25 UNITS ($2,500,000),
(unless such dateS ARE extended at the sole discretion of the Company
for an ADDITIONAL 90 DAYS), the agreement shall have no effect.
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2.2 After Strong Company acquires Vital Living Class B Preferred Stock) (at
$1.00/share), Warrants Class D (at $1.30/share), Warrants Class E (at
$1.60/share), and hold them for one year from the date of their
issuance, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (Chairman & CEO of Strong Company) or ▇▇▇▇▇
▇. ▇▇▇▇ (Vice President of Strong International Enterprises (HK)
Company Ltd., the authorized representative of ▇▇▇▇▇▇▇ ▇▇▇▇) have the
full authority to assign any amount of Vital Living stocks, Warrants
Class D, and Warrants Class E to any companies and individuals as
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ chooses.
2.3 Vital Living Inc. will offer free services in helping ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
and ▇▇▇▇▇ ▇. ▇▇▇▇ (on behalf of Strong Company) and any other companies
and individuals as ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ choose to assign
any amount of aforesaid Vital Living stocks, Warrants Class D, and
Warrants Class E to (hereinafter referred to as (Vital Living
stockholders, Vital Living warrant holders) to sell their Vital Living
Stocks and exercise their Vital Living Warrants after these stocks and
warrants are held for one year from the date of their issuance. If
there are any legal and finance fees in connection with the exercise of
the warrants, Vital Living agreed to assume those costs.
2.4 The Vital Living stockholders shall be responsible for any finance fees
related to their selling of their Vital Living stocks.
3 Strong Company understands and agrees that an investment in the Units
is not a liquid investment. In particular and in addition to the
representations in Section 4 hereof, the undersigned recognizes,
acknowledges and agrees that:
3.1 Strong Company must bear the economic risk of investment in the Units
for an indefinite period of time, since the Units have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act") or applicable state securities laws ("State Acts"),
and, therefore, cannot be transferred or sold unless either they are
subsequently registered under the Securities Act and applicable State
Acts, or an exemption from registration is available and a favorable
opinion of counsel to that effect is obtained. The undersigned
acknowledges and agrees that the Company has no independent obligation
to file with the Securities and Exchange Commission ("SEC") relating to
the units or any securities included therewith. Pursuant to Rule 144,
as presently promulgated under the rules of the SEC, Subscriber may
begin to sell the shares of Common Stock acquired hereunder pursuant to
the terms of such Rule, as well as, subject to applicable holding
periods which begin upon the exercise of the Warrants, any shares of
Common Stock acquired upon the exercise of the Warrants.
3.2 No market currently exists for any of the Company's securities other
than its Common Stock and no market for the Units, the Series B
Preferred Stock, Series D Warrants or the Series E Warrants is expected
to develop in the foreseeable future.
4 In connection with the agreement to purchase Units by Strong Company
herein, the Company hereby represents and warrants as follows:
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4.1 The Company is a corporation duly organized and validly existing and in
good standing under the laws of the State of Nevada and has all the
requisite power and authority to conduct its business and own and
operate its properties, and to enter into and execute this Agreement
and to carry out the transactions contemplated hereby.
4.2 The Company has the power to execute, deliver and perform the terms and
provisions of this Agreement and has taken all necessary action to
authorize the execution, delivery and performance of this Subscription
Agreement, and to authorize the issuance and sale of the Units
(consisting of the Shares) contemplated by this Agreement, and the
representatives of the Company executing this Subscription and Purchase
Agreement are duly authorized to do so.
4.3 Assuming the due execution and delivery of this Agreement by Strong
Company, this Agreement is a legal, valid and binding obligation of the
Company enforceable in accordance with its terms except (a) as its
obligations may be affected by bankruptcy, insolvency, reorganization,
moratorium or similar laws, or by equitable principles relating to or
limiting creditors' rights generally and (b) that the remedies of
specific performance, injunction and other forms of equitable relief
are subject to certain tests of equity jurisdiction, equitable defenses
and the discretion of the court before which any proceeding therefore
may be brought.
4.4 The execution, delivery and performance of this Agreement and the
fulfillment of or compliance with the terms and provisions hereof,
including the issuance and sale of the Units (consisting of shares of
Series B Preferred Stock and the Warrants) contemplated by this
Agreement, are not in contravention of or in conflict with any
applicable laws or any contract to which the Company is a party or by
which the Company or any of its properties may be bound or affected.
4.5 The Company has advised Strong Company that true and complete copies of
its Annual Report on Form 10-k for the Fiscal Year ended December 31,
2001, its Quarterly Report on Form 10-Q for the period ended September
30, 2002, and a Preliminary Prospectus (the "Preliminary Prospectus")
included in a Registration Statement filed on Form SB-2 on December 20,
2003 and appended on March 7, 2003 (the "SEC Documents") are available
on the ▇▇▇▇▇ internet site maintained by the Securities and Exchange
Commission. These documents are incorporated herein by this reference,
including the Risk Factors set forth in the Preliminary Prospectus. The
Company has not provided to the Subscriber any information that,
according to applicable law, rule or regulation, should have been
disclosed publicly prior to the date hereof by the Company, but which
has not been so disclosed. As of their respective dates, the SEC
Documents complied as to form and substance in all material respects
with the requirements of the Securities Act or the Exchange Act, as the
case may be, and other federal, state and local laws, rules and
regulations applicable to such SEC Documents, and none of the SEC
Documents contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of
the Company included in the SEC Documents comply as to form and
substance in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with
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generally accepted accounting principles applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may include summary
notes and may be condensed or summary statements) and fairly present in
all material respects the financial position of the Company as of the
dates thereof and the results of operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments).
4.6 The Company will provide, at no additional cost to Strong Company, any
and all services, including legal fees, associated with the lawful
transfer or sale of the Common Stock acquired hereby, or the exercise
of the Warrants and the subsequent transfer or sale of any shares of
Common Stock acquired upon the exercise of such Warrants. Such services
and assistance will be provided in an expedited manner.
5 Strong Company represents to and agrees with the Company that:
5.1 The undersigned and his purchaser representative(s), if any, have
carefully reviewed and understand the risks of and other considerations
relating to a purchase of the Units.
5.2 The undersigned and his purchaser representative(s), if any, have been
afforded the opportunity to obtain any information necessary to verify
the accuracy of any representations or information set forth in the
Memorandum and have had all of their inquiries to the Company answered
in full, and have been furnished all requested materials relating to
the Company, the offering and sale of the Units and any other matter
described in the Memorandum.
5.3 Neither the undersigned nor his purchaser representative(s), if any,
have been furnished any offering literature by the Company or any of
their affiliates, associates or agents, other than the Memorandum, the
representations contained herein, and the exhibits and attachments
thereto and hereto.
5.4 Strong Company is acquiring the Units for which it hereby subscribes as
principal for its own investment account, and not (1) with a view to
the resale or distribution of all or any part thereof, (2) on behalf of
another person who has not made the foregoing representation, or (3) in
order for any person to acquire less than the minimum subscription
required hereunder, unless a lesser subscription specifically has been
accepted by the Company.
5.5 Strong Company is an accredited investor, as defined in Rule 501(a) of
Regulation D promulgated pursuant to the Securities Act, by virtue of
the fact that it is an accredited partnership, corporation, trust or
other entity investors must and at least one of the following
statements is applicable
________ (i) The undersigned is a trust, with total assets in
excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose
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purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii) of Regulation D or
X (ii) All of the equity owners of the undersigned
qualify as an "accredited investor".
For purposes of determining whether Strong Company is an "accredited
investor" at least one of the following statements must be applicable:
_________ (i) THE undersigned had individual income (exclusive
of any income attributable to spouse) of more than $200,000 in
each of the most recent two years or joint income with the
undersigned's spouse in excess of $300,000 in each of such
years and reasonably expects to have income of at least the
same level for the current year.
X (ii) The undersigned has an individual net worth, or
a combined net worth with the undersigned's spouse, in excess
of $1,000,000. For purposes of this Subscription Agreement,
"individual net worth" means the excess of total assets at
fair market value, including home and personal property, over
total liabilities.
5.6 Strong Company understands the fundamental aspects of and risks
involved in an investment in the Company as are reflected in the
Preliminary Prospectus, and that the undersigned has read and reviewed
each Risk Factor set forth therein and has had an opportunity to
question management of the Company about its business, prospects and
financial condition.
5.7 Strong Company (1) is authorized and otherwise duly qualified to
purchase and hold the Units, (2) has its principal place of business at
its residence address set forth on the Subscription Agreement Signature
Page hereof, (3) has not been formed for the specific purpose of
acquiring the Units, and (4) has submitted and executed all documents
required pursuant to the Certificate for Corporate, Partnership, Trust
and Joint Purchasers and Special Subscription Instructions. The person
executing this Subscription Agreement and all other documents related
to the offering hereby represents that he is duly authorized to execute
and deliver all such documents on behalf of the entity. IF THE
UNDERSIGNED IS ONE OF THE AFOREMENTIONED ENTITIES, IT HEREBY AGREES TO
SUPPLY ANY ADDITIONAL WRITTEN INFORMATION THAT MAY BE REASONABLY
REQUIRED BY THE COMPANY.
5.8 All of the information that the undersigned has heretofore furnished to
the Company, or that is set forth herein with respect to himself, his
financial position, and his business and investment experience, is
correct and complete as of the date hereof, and, if there should be any
material change in such information prior to the closing of the sale of
the Units, the undersigned will immediately furnish the revised or
corrected information to the Company.
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5.9 Strong Company consents to the placement of a legend on any
certificate(s) or other document evidencing the Units (including the
underlying securities), stating that such securities have not been
registered under the Securities Act and setting forth or referring to
the restrictions on transferability and sale thereof. The undersigned
is aware that the Company will make a notation in its appropriate
records with respect to the restrictions on the transferability of such
securities. The legend shall be substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN
EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.
5.10 Strong Company understands that the Company will review this
Subscription Agreement; and it is further agreed that the Company
reserves the unrestricted right to reject or limit in whole or in part
any subscription and to close the offer at any time.
5.11 STRONG COMPANY acknowledges that the Company has agreed to pay to
certain representatives, brokers and finders, a fee equal to $62,500
and options to acquire 250,000 shares of the Company's Common Stock at
$1.30 per share. In addition, ▇▇▇▇▇▇▇ ▇▇▇▇ shall receive both 62,500
shares of Vital Living common stock and 62,500 options to acquire
shares of the Company's common stock at $1.00
5.12 The foregoing representations are true and accurate as of the date
hereof, shall be true and accurate as of the date of the Closing of
this offering, and shall survive such Closing. If, in any respect, such
representations shall not be true and accurate prior to or upon the
Closing of this offering, the undersigned shall give written notice of
such fact to the Company, specifying which representations are not true
and accurate and the reasons therefore, with a copy to his purchaser
representative(s), if any.
5.13 Confirmed by Party B, foreign Vital Living stockholders and warrant
holders (including foreign companies and foreign country citizens) will
not pay any taxes (such as income tax, profit tax... etc.) in the
United States when they sell their Vital Living stocks and exercise
their Vital Living warrants.
6 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or his representative (who will be informed to Vital
Living Inc. by ▇▇▇▇▇▇▇ ▇▇▇▇'▇ written notice) will coordinate with
Vital Living Inc. to get the aforesaid services done by Vital Living
Inc. in a timely manner.
7 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of Vital Living Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇ on
behalf of Strong Company will maintain complete confidentiality on all
the matters, discussions, communications and legal documents related to
this mission and all aforesaid subjects.
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VITAL LIVING, INC.
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
The undersigned hereby subscribes for the number of Units set forth
below.
1. Dated:____________________, 2003
2. Number of Units: _____________
3. Subscription Price ($100,000 per Unit,
Minimum subscription one Unit):
STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD.
___________________________________
Taxpayer Identification
Or Social Security Number
___________________________________
Mailing Address including
City, State, Zip Code
Subscription for __________ Units accepted as of _____________________, 2003.
VITAL LIVING, INC.
By: ___________________________________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO
8
SPECIAL SUBSCRIPTION INSTRUCTIONS
FOR
CORPORATE, PARTNERSHIP, TRUST, AND JOINT PURCHASERS
If the investor is a corporation, partnership, trust, or other entity
or joint purchasers, the following additional instructions must be
followed. INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE
REQUIRED BY THE COMPANY IN SOME CASES.
I. AUTHORIZATION. The investor must provide a copy of (a) the
corporation's articles of incorporation, by-laws and authorizing resolution, or
alternatively, a corporate investor may supply a good standing certificate from
the applicable jurisdiction or some other document establishing that the entity
is validly existing and has the authority to invest, (b) the partnership
agreement, or (c) the trust agreement, as applicable.
II. SUBSCRIPTION AGREEMENT
A. CORPORATIONS. An authorized officer of the
corporation must date, sign, and complete the Subscription Agreement
with information concerning the corporation. The officer should print
the name of the corporation above his signature, and print his name and
office below his signature.
B. PARTNERSHIPS. An authorized partner must date, sign,
and complete the Subscription Agreement with information concerning the
partnership. The partner should print the name of the partnership above
his signature, and print his name and the words "general partner" below
his signature.
C. TRUSTS. In the case of trust, the authorized trustee
should date, sign, and complete the Subscription Agreement with
information concerning the trust. The trustee should print the name of
the trust above his signature, and print his name and the word
"trustee" below his signature. In addition, an authorized trustee
should also provide information requested in the Subscription Agreement
as it pertains to him as an individual.
D. JOINT OWNERSHIP. Except with regard to married
couples, joint individual or other investors must individually meet the
investor suitability requirements; in all cases, each must date, sign,
and complete the Subscription Agreement. Joint investors must state if
they are purchasing the Units as joint tenants with the right of
survivorship, tenants in common, or community property, and each must
execute the Subscription Agreement Signature Page.
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VITAL LIVING, INC.
CERTIFICATE FOR CORPORATE, PARTNERSHIP,
TRUST, AND JOINT PURCHASERS
If the investor is a corporation, partnership, trust, joint
purchaser, or other entity, an authorized officer, partner, or trustee must
complete, date, and sign this Certificate.
CERTIFICATE
The undersigned hereby certifies that:
a. The investor has been duly formed and is validly existing and
has full power and authority to invest in Vital Living, Inc. (the
"Company"). The investor has not been formed for the purpose of
investing in the Units.
b. The investor's Subscription Agreement has been duly and
validly authorized, executed, and delivered by the investor and, upon
acceptance by the Company, will constitute the valid, binding, and
enforceable obligation of the investor.
Dated: ________________, 2003
Strong International Enterprises (HK) Company Ltd.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
(Authorized officer, partner or trustee, etc.)
10
ATTACHMENT 1
Conditions and Terms for the first USD$500,000 Investment by Strong
International Enterprises (H.K.) Co. Ltd
CONDITIONS:
▇▇▇▇▇▇▇ ▇▇▇▇ will have a letter to Vital Living Inc. (VL) to confirm that
▇▇▇▇▇▇▇ ▇▇▇▇ has the USD$500,000 ready in Bank of China in Hong Kong as the
first investment of Strong International Enterprises (HK) Co. Ltd. in Vital
Living before June 30, 2003.
▇▇▇▇▇▇▇ ▇▇▇▇ has already received a letter from SkyePharma PLC (SKL) to confirm
that SKL has, subject to an agreed business combination and associated
arrangements and certain other conditions, signed a non-binding Letter of Intent
with Vital Living, Inc., (VLTV) on SKL's investment in Vital Living Inc. (See
Attachment III).
The aforesaid new USD$ 0.5 million investment will be wired out from Hong Kong
to the bank account of Vital Living before July 8, 2003 on the following
conditions:
1. Vital Living, Inc. stock price must be $1.00/share or above $1.00.
TERMS:
The Chinese investors will get the following from Vital Living for their new
investment of USD 0.5 million in Vital Living.
1. Preferred Stocks (Series B)
[ ] 500,000 shares at $1.00
[ ] Purchased by Strong International Enterprises (H.K.) Co.
Ltd.
2. Common Stock (50% as dividends in VL common stocks for 2 consecutive years)
[ ] VL will issue the dividends (50%) for consecutive 2 years to Strong
International one year after Vital Living issues the 500,000 shares of
VL preferred stocks to Strong International. VL will issue the
dividends semi-annually.
[ ] One year after: 250,000 shares minimum of Vital Living Common Stock
[ ] Two years after: 250,000 shares minimum of Vital Living Common Stock
[ ] Issued to Strong International Enterprises (H.K.) Co. Ltd.
3. Class D Warrants (100%): $1.30 per share of Common Stock.
[ ] 500,000 shares of Class D Warrants: $1.30 per share of Common Stock
[ ] Issued to Strong International Enterprises (H.K.) Co. Ltd.
4. Class E Warrants (100%): $1.60 per share of Common Stock.
[ ] 500,000 shares of Class E Warrants: $1.60 per share of Common Stock
[ ] Issued to Strong International Enterprises (H.K.) Co. Ltd.
11
5. Cash Bonus
[ ] USD$ 62,500 in cash
[ ] Vital Living Company should wire the USD$62,500 to:
[ ] Bank of China, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (100020)
[ ] Account Title: ▇▇ ▇▇▇
[ ] Account Number: ▇▇▇▇▇▇▇-0188-022052-9
[ ] SWIFT Code: ▇▇▇▇▇▇▇▇▇▇▇
6. Stock Options (at $1.30) totally for Chinese investors
[ ] 250,000 stock options at $1.30
[ ] Issued to ▇▇ ▇▇▇, handled by ▇▇▇▇▇▇▇ ▇▇▇▇.
7. 62,500 shares of Vital Living Common Stock at no costs to ▇▇▇▇▇▇▇ ▇▇▇▇
[ ] Issued to ▇▇▇▇▇▇▇ ▇▇▇▇
8. 62,500 stock options at $1.00
[ ] Issued to ▇▇▇▇▇▇▇ ▇▇▇▇
1. Strong International Enterprises (H.K.) Co. Ltd. has authorized ▇▇▇▇▇▇▇
▇▇▇▇, its Chairman & CEO, to handle all paperwork relative to this
transaction and has given ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ the legal authority to act on
behalf of Strong International Enterprises (H.K.) Co. Ltd. on all matters
relative to this transaction and the VL preferred stocks, warrants,
dividends and stock options.
2. ▇▇. ▇▇ Hao has authorized ▇▇▇▇▇▇▇ ▇▇▇▇ to handle all paperwork relative to
this transaction and has given ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ legal authority to act on
her behalf on all matters relative to this transaction and the VL preferred
stocks, warrants, dividends and stock options.
3. ▇▇. ▇▇ Hao, a Chinese citizen, was born on August 19, 1962 in China.
Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (100089).
4. For the convenience of communication and coordination, all the legal
documents, certificates and written materials related to the aforesaid
USD$0.5 Million U.S. Dollar transaction should be express mailed by Vital
Living, Inc. to:
[ ] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
Confirmed and agreed by: ▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇, CEO, Vital Living Inc.
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ATTACHMENT 2
Conditions and Terms for the second up to USD$2,500,000 Investment by Strong
International Enterprises (H.K.)Co. Ltd
CONDITIONS:
▇▇▇▇▇▇▇ ▇▇▇▇ will have a letter to Vital Living Inc. (VL) to confirm that
▇▇▇▇▇▇▇ ▇▇▇▇ has the up to USD$2,500,000 ready in Bank of China in Hong Kong as
the second investment of Strong International Enterprises (HK) Co. Ltd. in Vital
Living before Sept. 30, 2003.
▇▇▇▇▇▇▇ ▇▇▇▇ has already received a letter from SkyePharma PLC (SKL) to confirm
that SKL has, subject to an agreed business combination and associated
arrangements and certain other conditions, signed a non-binding Letter of Intent
with Vital Living, Inc., (VLTV) on SKL's investment in Vital Living Inc. (See
Attachment III).
The aforesaid second up to USD$ 2.5 million investment will be wired out from
Hong Kong before September 30,2003 to the bank account of Vital Living on the
following conditions:
1. Vital Living, Inc. stock price must be $1.00/share or above $1.00.
TERMS for the second up to USD$2.5 million before September 30, 2003:
Strong International (HK) will make the investment. If the first USD$500,000
investment of Strong International (HK) is wired in Vital Living account on or
before July 10, 2003 and if the second up to USD2.5 million investment of Strong
International (HK) is wired in Vital Living account before September 30, 2003,
the following will be received from Vital Living for the second investment of
USD 2.5 million of Strong International (HK) in Vital Living:
1. Preferred Stocks (Series B)
[ ] 2,500,000 shares at $1.00
[ ] Purchased by Strong International Enterprises (H.K.) Co.
Ltd.
2. Common Stock (50% as dividends in VL common stocks for 2 consecutive years)
[ ] VL will issue the dividends (50%) for consecutive 2 years to Strong
International one year after Vital Living issues the 2,500,000 shares
of VL preferred stocks to Strong International. VL will issue the
dividends semi-annually.
[ ] One year after: 1,250,000 shares minimum of Vital Living Common
Stock
[ ] Two years after: 1,250,000 shares minimum of Vital Living Common
Stock
[ ] Issued to Strong International Enterprises (H.K.) Co. Ltd.
3. Class D Warrants (100%): $1.30 per share of Common Stock.
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[ ] 2,500,000 shares of Class D Warrants: $1.30 per share of Common Stock
[ ] Issued to Strong International Enterprises (H.K.) Co. Ltd.
4. Class E Warrants (100): $1.60 per share of Common Stock.
[ ] 2,500,000 shares of Class E Warrants: $1.60 per share of Common
Stock
[ ] Issued to Strong International Enterprises (H.K.) Co. Ltd.
5. Cash Bonus
[ ] USD$312,500 in cash
[ ] Vital Living Company should wire the USD$312,500 to:
[ ] Bank of China, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (100020)
[ ] Account Title: ▇▇ ▇▇▇
[ ] Account Number: ▇▇▇▇▇▇▇-0188-022052-9
[ ] SWIFT Code: ▇▇▇▇▇▇▇▇▇▇▇
6. Stock Options (at $1.30) totally for Chinese investors
[ ] 1,250,000 stock options at $1.30
[ ] Issued to ▇▇ ▇▇▇, handled by ▇▇▇▇▇▇▇ ▇▇▇▇.
7. Additional 750,000 VL common stocks will be issued to the Chinese associates.
[ ] Issued to ▇▇ ▇▇▇, handled by ▇▇▇▇▇▇▇ ▇▇▇▇.
8. 312,500 shares of Vital Living Common Stock at no costs to ▇▇▇▇▇▇▇ ▇▇▇▇
[ ] Issued to ▇▇ ▇▇▇ on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇
9. 312,500 stock options at $1.00
[ ] Issued to ▇▇ ▇▇▇ on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇
IV IMPORTANT:
1. Strong International Enterprises (H.K.) Co. Ltd. has authorized ▇▇▇▇▇▇▇
▇▇▇▇, its Chairman & CEO, to handle all paperwork relative to this
transaction and has given ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ the legal authority to act on
behalf of Strong International Enterprises (H.K.) Co. Ltd. on all matters
relative to this transaction and the VL preferred stocks, warrants,
dividends and stock options.
2. ▇▇. ▇▇ Hao has authorized ▇▇▇▇▇▇▇ ▇▇▇▇ to handle all paperwork relative to
this transaction and has given ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ legal authority to act on
her behalf on all matters relative to this transaction and the VL preferred
stocks, warrants, dividends and stock options.
3. ▇▇. ▇▇ Hao, a Chinese citizen, was born on August 19, 1962 in China.
Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (100089).
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4. For the convenience of communication and coordination, all the legal
documents, certificates and written materials related to the aforesaid
USD$0.5 Million U.S. Dollar transaction should be express mailed by Vital
Living, Inc. to:
[ ] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
Confirmed and agreed by: ▇▇▇▇ ▇▇▇▇▇
---------------------------------
BradEdson, CEO, Vital Living Inc.
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ATTACHMENT 3
The letter of SkyePharma to ▇▇▇▇▇▇▇ ▇▇▇▇ dated June 25, 2003.
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