VITAL LIVING, INC.
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December 17, 2003
SkyePharma PLC
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RE: Senior Secured Convertible Note and Warrant
Ladies and Gentlemen:
Reference is made to the Senior Secured Convertible Note (the "Note")
and the Warrant (the "Warrant"), each as entered into by and between SkyePharma
PLC ("SkyePharma") and Vital Living, Inc. ("Vital Living"), on the date hereof.
Vital Living hereby agrees as follows, which agreements shall be in addition to
its obligations with respect to delivering the Redemption Notices, as defined in
each of the Note and the Warrant, contained in the Preamble, Section 4 and
Section 13 of the Note and the Section 1, Section 8 and Section 12 of the
Warrant, to SkyePharma. Vital Living agrees that, in the case of Redemption
Notices sent pursuant to the Preamble and Section 13 of the Note and Section 8
and Section 12 of the Warrant, but not in the case of Section 4 of the Note,
upon conclusion of the twenty (20) business day notice period specified in such
sections, if SkyePharma has not provided written notice to Vital Living
indicating that it is electing to accept the price for redemption specified in
the Redemption Notice, SkyePharma shall be deemed to have elected to convert the
Note or exercise the Warrant prior to effectiveness of the redemption (without
having to comply with the procedural requirements necessary for such conversion
or exercise under the terms of the Note or the Warrant prior to the date of
redemption). In other words, this shall be without prejudice to SkyePharma's
ability to fulfill the procedural requirements necessary for such conversion
under Section 2 of the Note or such exercise under Section 1 of the Warrant
after the date set for redemption; provided, however, that SkyePharma agrees to
use its commercially reasonable efforts to fulfill such procedural requirements
prior to or promptly following such date for redemption. Such Redemption Notice
shall state that if SkyePharma has not provided written notice to Vital Living
indicating that it is electing to accept the price for redemption specified in
the Redemption Notice by the deadline, SkyePharma shall be deemed to have
elected to convert the Note or exercise the Warrant prior to effectiveness of
the redemption.
Further, ▇▇▇▇▇ Living agrees to send all Redemption Notices via each of
(i) registered or certified mail, return receipt requested, postage prepaid,
(ii) a reputable overnight courier service guaranteeing next business day
delivery in England, (iii) e-mail and (iv) telecopier, as set forth below (or to
such other address as shall have been notified to Vital Living in writing):
SkyePharma PLC
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Attention: Company Secretary (e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇)
Telecopier: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇
SkyePharma PLC
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Attention: Finance Director (e-mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇)
Telecopier: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
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Telecopier: ▇▇▇ (▇▇) ▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇)
The rights contained in this letter shall be assignable only in
connection with the underlying Warrant or Note to which they relate.
This letter may be executed in counterparts, each of which shall be
deemed to constitute an original but all of which together shall constitute one
and the same instrument. Please indicate your agreement with the foregoing by
signing below.
VITAL LIVING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
AGREED
SKYEPHARMA PLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Finance Director