exv4w04






Exhibit 4.04



[March/April Closings]




UNIT SUBSCRIPTION AGREEMENT




 






Lifevantage Corporation




 






	 	 	 
	To:

	 	Lifevantage Corporation
	 

	 	Attn: Brad Amman
	 

	 	1449 W. Littleton Blvd.
	 

	 	Suite 200
	 

	 	Littleton, Colorado 80120
	 
	 	 
	 

	 	via facsimile transmission: (303) 797-9688






     This Subscription Agreement (the “Agreement”) is made between Lifevantage Corporation (the
“Company”), and the undersigned prospective purchaser (the “Purchaser”) who is subscribing hereby
for       Units. Each Unit consists of (1) 50,000 shares of Common Stock at a price per share of $0.20
per share, and (2) a warrant to purchase 50,000 shares of Common Stock of the Company at $0.50 per
share, substantially in the form attached hereto as Exhibit C (the “Warrant” or collectively
“Warrants”). The purchase price is $10,000 per Unit (the “Purchase Price”). The Company is
offering up to $2,000,000 of the Units with an option to offer an additional $500,000 of the Units
in the Company’s discretion (the “Offering”). Closings and Settlements of one or more subscriptions
may occur from time to time at the discretion of the Company at any time prior to March 6, 2009
(“Closing Date”). The Company may extend the offering period beyond the Closing Date at the
discretion of the Company. This subscription is submitted to you in accordance with, and subject
to, the terms and conditions described in this Agreement.



     In consideration of the Company’s agreement to sell the Units to the Purchaser upon the terms
and conditions contained herein, the Purchaser agrees and represents as follows:



A. Terms of Subscription.




     1. Subject to the terms herein, the Purchaser hereby irrevocably subscribes for and agrees to
purchase the number of Units set forth on Exhibit B hereto at a Purchase Price of $10,000 per Unit
(the “Subscription”). The Purchaser agrees to make payment in the manner set forth on Exhibit A
hereto or otherwise designated by the Company in the full amount of the Purchase Price of the Units
for which the Purchaser is subscribing and take delivery of the Units.



     2. Upon settlement of the Subscription, including receipt by the Company of the Purchase Price
(“Settlement”), the portion of the Subscription accepted by the Company will be issued in the name
of the Purchaser, and the name of the Purchaser will be entered on the record books of the Company
as the record owner of such Units. The Company, its agents or assigns will deliver to the Purchaser
a stock certificate and Warrant representing the Units purchased.



     3. The Purchaser hereby agrees to be bound thereby upon the (i) execution and delivery to the
Company of this Agreement and (ii) acceptance by the Company of the Purchaser Subscription.



 









 











     4. The Purchaser agrees that the Company may, directly or through an agent, in its sole and
absolute discretion and for any reason whatsoever, reduce the Purchaser’s Subscription to any
number of Units, including zero, that in the aggregate does not exceed the number of Units hereby
applied for without any prior notice to or further consent by the Purchaser, and in order to
facilitate the collection of Subscriptions, the Company may also, directly or through an agent,
amend the Settlement dates, not to exceed the date set forth in Section A(5) below.



     5. Settlement shall occur once the Subscription has been accepted by the Company and the
conditions thereto set forth in this Agreement have occurred. The Company retains the right to
reject the Subscription in whole or in part or to terminate this Agreement at any time and for any
reason prior to Settlement.     


B. Purchaser’s Representations. In connection with the Purchaser’s purchase of the Units,
the Purchaser makes the following representations and warranties on which the Company and the
Company’s legal counsel are entitled to rely:




     1. The Subscription and subsequent private placement is being conducted pursuant to one or
more exemptions from the securities registration requirements provided by the rules promulgated
under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). To qualify for
the Subscription and subsequent private placement the Purchaser must be an Accredited Investor.
The Purchaser hereby represents that the Purchaser is an Accredited Investor as such term is
defined in Regulation D under the Securities Act, for the following reason(s) (Please initial
one or more):


 ̈ (i) If an individual, the Purchaser has a net worth, either individually or upon a joint
basis with the Purchaser’s spouse, of at least $1,000,000 (within the meaning of such terms as used
in the definition of “accredited investor” contained in Rule 501 under the Securities Act).



 ̈ (ii) If an individual, the Purchaser has had an individual income in excess of $200,000 for
each of the two most recent years, or a joint income with the Purchaser’s spouse in excess of
$300,000 in each of those years, and has a reasonable expectation of reaching the same income level
in the current year.



 ̈ (iii) The Purchaser is an irrevocable trust with total assets in excess of $5,000,000 whose
purchase is directed by a person with such knowledge and experience in financial and business
matters that such person is capable of evaluating the merits and risks of the prospective
investment.



 ̈ (iv) The Purchaser is a corporation, business trust or limited liability company, not
formed for the purpose of acquiring an Interest, or an organization described in section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, in each case with total assets in excess of
$5,000,000.



 ̈ (v) The Purchaser is a director or executive officer of the Company.



 ̈ (vi) The Purchaser cannot make any of the representations set forth in clauses (i) through
(v) above.




     2. The Purchaser has such knowledge and experience in financial and business matters to
evaluate the merits and risks of an investment in the Units and to make an informed decision
relating thereto. The Purchaser has the financial capability to make and protect itself from the
investment and can afford a complete loss of the investment. The investment is a suitable one for
the Purchaser.



     3. The Purchaser acknowledges that it is not purchasing the Units as a result of any General
Solicitation or General Advertising (as such terms are used and defined in Rule 502(c) of
Regulation D under the Securities Act) and the Purchaser is acquiring the Units for the Purchaser’s
own account, for the purpose of investment and not with a view to, or for resale in connection
with, the distribution thereof, nor with an intention of distributing or selling the Units and
further still, the Purchaser understands that the Units have not been registered under the
Securities Act or the securities laws of any state.






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     4. The Purchaser represents and warrants that if required by applicable securities
legislation, regulatory policy or order by any securities commission, stock exchange or other
regulatory authority, it will execute, deliver, file and otherwise assist the Company in filing
reports, questionnaires, undertakings, and other documents with respect to the issuance of the
Units.



     5. The Purchaser understands that the Company has not made any assurances that any market will
ever exist for the Units and that, even if any market exists in the future, the Purchaser may not
readily be able to sell the Units on said market.



     6. The Purchaser represents and warrants that it is entitled to subscribe for the Units under
the laws of all relevant jurisdictions which apply to it, and that it has not taken any action or
omitted to take any action which will or may result in the Company or any of its respective
directors, officers, agents, employees or advisers acting in breach of the legal and regulatory
requirements of any jurisdiction in connection with the placement or your acceptance of the Units.



     7. The Purchaser represents and warrants that it is resident in the state or country (if
outside the United States) set forth below and is receiving the Units in that state or country
(outside the United States).



     8. The Purchaser represents that the amounts to be invested by it in the Units were not and
are not directly or indirectly derived from activities that contravene federal, state or
international laws and regulations, including anti-money laundering laws and regulations. Federal
regulations and Executive Orders administered by Office of Foreign Assets Control (“OFAC”)
prohibit, among other things, the engagement in transactions with, and the provision of services
to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited
countries, territories, persons and entities can be found on the OFAC website at
http://www.treas.gov/ofac. The Purchaser agrees to promptly notify the Company should the Purchaser
become aware of any change in the information set forth in these representations. The Purchaser
understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of
the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any
redemption requests and/or segregating the assets in the account in compliance with governmental
regulations, and the Company may also be required to report such action and to disclose the
Purchaser’s identity to OFAC.



     9. The Purchaser acknowledges that the representations and warranties contained in this
Agreement are made by it, and each person for which the Purchaser is acting, with the intent that
they may be relied upon by the Company and its agents in determining its eligibility to purchase
the Units.



     10. The Purchaser represents and warrants that it is authorized by each person for which it is
acting, if any, (i) to acquire the Units under the terms and conditions described herein and (ii)
to execute and deliver this letter on behalf of each such person.



     11. The Purchaser is aware that this investment may not be readily liquidated in case of a
financial emergency and that the Units being purchased may have to be held for an indefinite period
of time. The Purchaser’s overall commitment to investments which are not readily marketable is not
excessive in view of its net worth and financial circumstances and the purchase of the Units will
not cause such commitment to become excessive. In view of such facts, the Purchaser has adequate
means of providing for any current needs, anticipated future needs and possible contingencies and
emergencies and has no need for liquidity in the investment in the Units. The Purchaser is able to
bear the economic risk of this investment, including a complete loss of its investment or the
possibility that there may never be any liquidity in this investment.12. The Purchaser has had the
opportunity to ask questions of, and receive answers from, representatives of the Company
concerning the terms and conditions of this transaction, and the finances, operations, business and
prospects of the Company.  The Purchaser has also had the opportunity to ask questions and obtain
additional information necessary to verify the accuracy of information furnished about the
Company.  Accordingly, the Purchaser has independently evaluated the





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risks of purchasing the Units, and the Purchaser has received information with respect to all
matters which the Purchaser considers material to the Purchaser’s decision to make this investment.



     12. The Purchaser hereby represents that the Purchaser has been furnished by the Company
during the course of this transaction with all information regarding the Company which the
Purchaser has reasonably requested or desired to know and has received any such information which
the Purchaser has requested. In making the decision to invest in the Units, the Purchaser has
relied solely upon the information contained in the Company’s periodic reports filed with the
Securities and Exchange Commission (the “SEC”). To the extent necessary, the Purchaser has
retained, at its own expense, and relied upon the advice of appropriate professionals regarding the
investment, tax and legal merits and consequences of this Agreement and its purchase of the Units
hereunder. 14. The Purchaser has carefully considered the potential risks relating to the Company
and a purchase of the Units, including but not limited to, those risks identified in the Company’s
annual report on Form 10-KSB for the year ended June 30, 2008 (the “Annual Report”), and has
received all of the information the Purchaser deems necessary to assess the risks inherent in an
investment in the Company’s Units. The Purchaser is aware that no public market exists for the
Units and that the Units may not be sold without compliance with applicable federal and state
securities laws. The Purchaser understands that the Company has made no assurances that a public
market will ever exist for the Units and that, even if a public market exists in the future, the
Purchaser may not readily be able to sell the Units. The Purchaser has considered each of these
risks regarding an investment in the Company and the Units, and has carefully reviewed the
description of certain risk factors described in the Annual Report. The Purchaser understands that
the risks described in the Annual Report are not a complete list of risks involved in an investment
in the Company. This is a speculative investment. Many of the factors which may affect the Company
are subject to change or are not within the control of the Company, and the extent to which such
factors could adversely affect the value of the Units is not currently ascertainable.



     13. The Purchaser represents and warrants that the foregoing representations and warranties
are true at the time of Settlement with the same force and effect as if they had been made by it at
the time of Settlement and that they shall survive the purchase of the Units and shall continue in
full force and effect notwithstanding any subsequent disposition of the Units.


C. Forward Looking Statements. This Agreement and the information in the Company’s periodic
reports filed with the SEC contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995.  For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as “may,” “anticipate,” “estimate,” “expects,” “projects,”
“intends,” “plans,” “believes” and words and terms of similar substance used in connection with any
discussion of future operating or financial performance, identify forward-looking statements. The
Purchaser acknowledges that all forward-looking statements are the Company’s present expectations
of future events and are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking statements. The Purchaser
further acknowledges that by making these forward-looking statements, the Company is not intending
to become obligated to update or revise any forward-looking statements whether as a result of new
information, future events or other changes and that the Purchaser has not placed undue reliance on
any forward-looking statements, which speak only as of the date of the report or document
containing the statements.




D. Restrictions on Transfer.




     i. The Purchaser agrees not to make any disposition of all or any portion of the Common Stock
or Warrant comprising the Units or the shares of the Common Stock underlying the Warrant
(collectively, the “Securities”) unless and until:





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          (a) there is then in effect a registration statement under the Securities Act of 1933, as
amended, or other applicable law covering such proposed disposition and such disposition is made in
accordance with such registration statement; or




          (b) (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B)
the Purchaser shall have notified the Company of the proposed disposition, shall have furnished the
Company with a detailed statement of the circumstances surrounding the proposed disposition, and
(C) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require
registration of such shares under the Securities Act.




     ii. Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to
a transfer by the Purchaser that is (A) a partnership transferring to its partners or former
partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned
subsidiary or a parent corporation that owns all of the capital stock of the Purchaser, (C) a
limited liability company transferring to its members or former members in accordance with their
interest in the limited liability company, or (D) an individual transferring to such individual’s
family member or trust for the benefit of such individual; provided that in each case the
transferee will agree in writing to be subject to the terms of this Agreement to the same extent as
if he were the Purchaser hereunder.



     (iii) The Purchaser understands that until the Securities have been registered under the
Securities Act and applicable state securities laws the following legend is applicable and each
certificate representing such Securities shall bear a legend substantially similar to the
following:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, HAVE BEEN
ACQUIRED FOR INVESTMENT, AND DATE NOT BE SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE
ACT AND APPLICABLE STATE LAW IS IN EFFECT WITH REGARD THERETO OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.


E. No Regulatory Approval of Merits. The Purchaser understands that neither the SEC nor
the commissioner or any department of securities or attorney general of any state has passed upon
the merits or qualifications of, nor recommended nor approved, the Securities. Any representation
to the contrary is a criminal offense.



F. Independent Advice. The Purchaser understands that the Purchaser is urged to seek
independent advice from professional advisors relating to the suitability for the Purchaser of an
investment in the Company in view of the Purchaser’s overall financial needs and with respect to
the legal and tax implications of such an investment.




G. Indemnification.




     1. The Purchaser understands the meaning and legal consequences of this Agreement and agrees
to indemnify and hold harmless the Company and each director and officer thereof from and against
any and all loss, damage or liability due to or arising out of a breach of any representation,
warranty or agreement of the Purchaser contained in this Agreement. Specifically, legal fees,
interest regarding any trades that have not settled and all other reasonable expenses will be
available to the Company in the event this Agreement is breached in any manner whatsoever.



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     2. If for any reason the foregoing indemnification is unavailable to the Company and each
director and officer thereof or it is insufficient to hold the Company and each director and
officer thereof harmless, then the Purchaser shall contribute to the amount paid or payable by the
Company and each director and officer thereof as a result of such expense, loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative benefits received
by the Purchaser on the one hand and the Company and each director and officer thereof on the other
hand but also the relative fault of the Purchaser and the Company and each director and officer
thereof, as well as any relevant equitable considerations provided that the Purchaser shall in any
event contribute to the amount paid or payable by the Company and each director and officer thereof
as a result of such expense, loss, claim, damage or liability.


H. Authority and Noncontravention. The execution and performance hereof violates no order,
judgment, injunction, agreement or controlling document to which the Purchaser is a party or by
which the Purchaser is bound. If an organization, (i) the Purchaser is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it has been formed; (ii)
the Purchaser has the right and power under its organizational instruments to execute, deliver and
perform its obligations hereunder; and (iii) this Agreement has been duly authorized by all
necessary action on the part of all officers, directors, partners, stockholders and trustees and
will not violate any agreement to which the Purchaser is a party; and (iv) the individual executing
and delivering this Agreement has the requisite right, power, capacity and authority to do so on
behalf of the organization. The Purchaser has not been organized for the purpose of subscribing for
the Units.



I. Duration and Restrictions on Trading. The Purchaser understands that the Purchaser may
not cancel, terminate or revoke this Agreement or any agreement made by the Purchaser hereunder and
that this Agreement shall survive the Purchaser’s death or disability and shall be binding upon the
Purchaser’s heirs, executors, administrators, successors and assigns. The Purchaser and its
affiliates thereof will not trade in the Company’s Common Stock until the earlier of (i) the
announcement of the closing of the transactions contemplated hereby or (ii) the termination of the
offering by the Company.



J. Representations By The Company.




     The Company hereby represents and warrants to the Purchaser that:



     1. Organization, Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of Colorado and has full corporate
power and lawful authority to conduct its business as it is currently being conducted. The Company
is duly qualified to do business as a foreign corporation and is in good standing in each
jurisdiction in which the nature of the business conducted by it or the properties owned, leased or
operated by it, makes such qualification or licensing necessary and where the failure to be so
qualified or licensed would have a material adverse effect upon the business or financial condition
of the Company.



     2. Authorization; Enforceability. The Company has all corporate right, power and
authority to enter into this Agreement and to consummate the transactions contemplated hereby. All
corporate action on the part of the Company necessary for the authorization, execution, delivery
and performance of this Agreement by the Company, the authorization, sale, issuance and delivery of
the Units and the performance of the Company’s obligations hereunder has been taken. This
Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other equitable remedies, and
to limitations of public policy. The Units have been duly and validly authorized and, upon the
issuance and delivery thereof and payment therefor as contemplated by this Agreement, will be free
and clear of liens, duly and validly authorized and issued, fully paid and nonassessable. The
issuance and sale of the Units contemplated hereby will not give rise to




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any preemptive rights or rights of first refusal on behalf of any person that have not been
properly waived or complied with.



     3. No Conflict; Governmental Consents.



          (a) The execution and delivery by the Company of this Agreement, the consummation of the
transactions contemplated hereby and the offer and sale of the Units will not, to the knowledge of
the Company, result in the violation of any law, statute, rule, regulation, order, writ,
injunction, judgment or decree of any court or governmental authority to or by which the Company is
bound, or of any provision of the Certificate of Incorporation and bylaws of the Company, and will
not conflict with, or result in a breach or violation of, any of the terms or provisions of, or
constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement,
mortgage, security agreement, trust indenture or other agreement or instrument to which the Company
is a party or by which it is bound or to which any of its properties or assets is subject where
such default would have a material adverse effect upon the business, prospects or financial
condition of the Company, nor result in the creation or imposition of any lien upon any of the
properties or assets of the Company.




          (b) No consent, waiver, approval, authorization or other order of any governmental authority
or other third-party is required to be obtained by the Company in connection with the
authorization, execution and delivery of this Agreement or with the authorization, issuance and
sale of the Units, except such filings as may be required to be made, and which shall have been
made at or prior to the required time, with any state or foreign blue sky or securities regulatory
authority.




K. Additional Shares of Common Stock. 




     1. Qualifying Dilutive Issuance. If at any time or from time to time on or before
March 6, 2011 the Company issues or sells, or is deemed by the express provisions of this Section K
to have issued or sold, Additional Shares of Common Stock (as defined below) for a price below
$0.20 per share (the “Issue Price”), then and in each such case, the Company shall issue to the
Purchaser for no additional consideration (provided, however, that a portion of the Purchase Price
in an amount equal to the par value of each share of Common Stock issued under this Section K shall
be deemed allocated to such issuance) within ten (10) days of such issuance that number of shares
of the Company’s Common Stock such that the aggregate number of shares of Common Stock issued to
the Purchaser under this Agreement after such adjustment shall be equal to the aggregate number of
shares of Common Stock purchased by the Purchaser at the Issue Price under this Agreement at the
Closing multiplied by the Adjustment Ratio (as defined below); provided, however, that if the
Company issues or sells Additional Shares of Common Stock for a price below $0.10 per share, the
Company shall only be required to issue to the Purchaser shares of the Company’s Common Stock under
this Section K.1 as if such Additional Shares of Common Stock were issued or sold at $0.10 per
share.




     For the purposes of this Section K, the “Adjustment Ratio” shall mean a fraction:



                                   (A) the numerator of which shall be the number of shares of Common Stock deemed outstanding
(as determined below) immediately prior to such issue or sale plus the total number of Additional
Shares of Common Stock so issued, and



                                   (B) the denominator of which shall be the sum of (x) the number of shares of Common Stock
deemed outstanding (as determined below) immediately prior to such issue or sale, plus (y) the
number of shares of Common Stock which the aggregate consideration received by the Company for the
total number of Additional Shares of Common Stock so issued would purchase at the Issue Price.





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For the purposes of this Section K, the number of shares of Common Stock deemed to be outstanding
as of a given date shall be the sum of (A) the number of shares of Common Stock outstanding and (B)
the number of shares of Common Stock which are issuable upon the exercise or conversion of all
other rights, options and convertible securities outstanding on the day immediately preceding the
given date.




     2. Additional Shares of Common Stock. “Additional Shares of Common Stock” shall mean
all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section K,
other than “Excluded Securities.” “Excluded Securities” shall mean:



          (a) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and
the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any
stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof)
to employees, officers or directors of, or consultants or advisors to, the Company or any
subsidiary pursuant to stock purchase or stock option plans or other arrangements;




          (b) shares of Common Stock issued pursuant to the exercise of convertible securities
outstanding on the Closing Date;




          (c) shares of Common Stock or convertible securities issued for consideration other than cash
pursuant to a merger, consolidation, acquisition, strategic alliance or similar business
combination approved by the Board of Directors of the Company;




          (d) shares of Common Stock or convertible securities issued pursuant to any equipment loan or
leasing arrangement, real property leasing arrangement or debt financing from a bank or similar
financial or lending institution approved by the Board of Directors of the Company; and




          (e) any Common Stock or convertible securities issued in connection with strategic
transactions involving the Company and other entities, including joint ventures, manufacturing,
marketing or distribution arrangements or technology transfer or development arrangements approved
by the Board of Directors of the Company.




L. Right of First Refusal.




     1. Subsequent Offerings. Subject to applicable securities laws, the Purchaser shall
have a right of first refusal to purchase its pro rata share of all Equity Securities (as defined
below) that the Company may, from time to time, propose to sell and issue after the Closing Date,
other than the Equity Securities excluded by Section L(5) below. The Purchaser’s pro rata share is
equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares
of Common Stock issuable or issued upon the exercise of outstanding warrants or options) of which
the Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities
to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares
of Common Stock issued or issuable upon the exercise of any outstanding warrants or options)
immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall
mean (i) any Common Stock, Preferred Stock or other equity security of the Company or (ii) any
security convertible into or exercisable or exchangeable for, with or without consideration, any
Common Stock or Preferred Stock or other equity security (including any option or warrant to
purchase Common Stock or Preferred Stock or other equity security).



     2. Exercise of Rights. If the Company proposes to issue any Equity Securities, it
shall give the Purchaser written notice of its intention, describing the Equity Securities, the
price and the terms and conditions upon which the Company proposes to issue the same. The
Purchaser shall have ten (10) days from the giving of such notice to agree to purchase its pro rata
share of the Equity Securities for the price and upon the terms and conditions specified in the
notice by giving written notice to the Company and stating therein the quantity of Equity
Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to
offer or sell such Equity Securities to the Purchaser if such offer or sale would cause the Company
to be in violation of applicable federal securities laws.




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     3. Sale Without Notice.  In lieu of giving notice to the Purchaser prior to the
issuance of Equity Securities as provided in Section L(2), the Company may elect to give notice to
the Purchaser within thirty (30) days after the issuance of Equity Securities.  Such notice shall
describe the type, price and terms of the Equity Securities. The Purchaser shall have fifteen (15)
days from the date of receipt of such notice to elect to purchase up to the number of shares that
would, if purchased by the Purchaser, maintain the Purchaser’s pro rata share (as set forth in
Section L(1)) of the Company’s equity securities.  The closing of such sale shall occur within
sixty (60) days of the date of notice to the Purchaser.



     4. Termination and Waiver of Rights of First Refusal. The rights of first refusal
established by this Section L shall not apply to, and shall terminate upon the earlier of (a) an
Acquisition (as defined in the Warrants) and (b) March 6, 2011. The rights of first refusal
established by this Section L may be amended, or any provision in this Section L waived, with the
written consent of the Company and the holders of a majority of Units purchased in the Offering.



     5. Excluded Securities. The rights of first refusal established by this Section L
shall have no application to any of the following Equity Securities:



          (a) Excluded Securities (as defined in Section K(2) above);




          (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or
convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to
any such rights or agreements granted after the date of this Agreement, so long as the rights of
first refusal established by this Section L were complied with, waived, or were inapplicable
pursuant to any provision of this Section L(5) with respect to the initial sale or grant by the
Company of such rights or agreements; and




          (c) Equity Securities issued by the Company in the Offering.




M. Miscellaneous.




     1. Settlement Conditions. Settlement will not occur until acceptance by the Company
of the Subscription and the fulfillment, at or prior to Settlement, of the following closing
conditions: (a) the representations and warranties of the Purchaser contained in this Agreement
shall be true and correct at the time of Settlement; (b) all proceedings in connection with the
transactions contemplated hereby and all documents and instruments incident to such transactions
shall be satisfactory in substance and form to the Company; (c) the Company shall have received all
such counterpart originals or certified or other copies of such documents as the Company may
request; and (d) the transactions contemplated by this Agreement shall have been approved by the
Company’s Board of Directors.



     2. Notices. Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given when personally delivered or sent by registered mail,
return receipt requested, addressed:




	 	i.	 	if to Company, to LifeVantage Corporation,
Attn: Brad Amman, 1449 W. Littleton Blvd., Suite 200, Littleton,
Colorado 80120, or
	 
	 	ii.	 	if to the Purchaser, at the address set forth
on the signature page hereto or at such other address as may have been
specified by written notice given in accordance with this paragraph.
	 
	 	iii.	 	Entire Agreement. This Agreement and
Exhibits hereto embody the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and
supersede all prior oral or written agreements and understandings
relating to the subject matter hereof. No





9








 










	 	 	 	statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this Agreement shall affect, or be
used to interpret, change or restrict, the express terms and
provisions of this Agreement.





     3. Modifications; Amendments; Waivers and Consents. Except as otherwise expressly
provided, this Agreement, the Common Stock and the Warrant may be amended or modified, either
prospectively or retrospectively and either in general or with respect to any particular matter,
only upon the written consent of the Company and the holders of at least a majority of the Units,
Common Stock or Warrant, as applicable. Any such amendment shall be binding on all parties whether
or not such party consents to such amendment. Except as otherwise expressly provided, the
obligations of the Company and the rights of the Purchaser under this Agreement, the Common Stock
or Warrant may be waived, either prospectively or retrospectively and either in general or with
respect to any particular matter, only with the written consent of the holders of at least a
majority of the Units, Common Stock or Warrant, as applicable. Any such waiver shall be binding
on all parties whether or not such party consents to such waiver.



     4. Governing Law. This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Colorado, as such laws are applied by its
courts to agreements entered into and to be performed in Colorado as if by and between residents of
Colorado, and shall be binding upon the Purchaser, the Purchaser’s heirs, estate, legal
representatives, successors and assigns and shall inure to the benefit of the Company its
successors and assigns. The Purchaser and the Company further agree that venue for any such action
shall lie exclusively with courts sitting in Denver, Colorado, unless the Purchaser and Company
agrees to the contrary in writing. The Purchaser and the Company waive their right to jury trial
in any action or proceeding arising out of or related to this Agreement. If any provision of this
Agreement is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any provision hereof that may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other
provision hereof.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



10








 












     The Purchaser is purchasing the Units:



	 	 	 	 	 
	 

	 	Purchaser Name:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 

	 	Address (Please no P.O. Boxes1):	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	City:
	 	 	 	 	State:
	 	 	 	Zip:	 	 
	 

	 	 	 	 
	 	 	 	 
	 	 	 	 





	 	 	 	 	 
	 

	 	Federal Income Tax I.D. No.	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 

	 	If Purchaser is an Entity:	 	 
	 

	 	 	 	 
	 

	 	Portfolio Manager or Analyst Name:	 	 
	 

	 	 	 	 
	 

	 	Portfolio Manager or Analyst Phone Number:	 	 
	 

	 	 	 	 
	 

	 	Portfolio Manager or Analyst Fax Number:	 	 
	 

	 	 	 	 
	 

	 	Portfolio Manager or Analyst E-mail Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Under penalties of perjury, the Purchaser certifies that:






          1. The number shown above is my correct Taxpayer Identification Number;




          2. The Purchaser has the authority to make the above representation as to the investing person
or entity’s financial status;




          3. The Purchaser is not subject to backup withholding either because the Purchaser has not
been notified by the Internal Revenue Service (IRS) that the Purchaser is subject to backup
withholding as a result of a failure to report all interest or dividends, or the IRS has notified
the Purchaser that the Purchaser is no longer subject to backup withholding.




     IN WITNESS WHEREOF, the Purchaser has executed this Subscription Agreement as of this ___
day of ___, 2009.



	 	 	 	 	 
	 

	 	 	 	(For Co-owners, if applicable)
	 
	 	 	 	 
	 

	 	 	 	 
	Purchaser Signature

	 	 	 	Purchaser Signature
	 
	 	 	 	 
	 

	 	 	 	 
	Purchaser Title

	 	 	 	Purchaser Title
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name








 




			
	1	 	Units will be delivered via Federal Express unless
otherwise indicated.





11








 














Exhibit A




Manner of Payment



If payment is made by check, the check should be made out to Lifevantage Corporation and delivered
to Lifevantage Corporation, Attention: Brad Amman, 1449 W. Littleton Blvd., Suite 200, Littleton,
Colorado 80120.



If payment is made by wire transfer, the funds should be wired to the following account:




Account Name: LIFEVANTAGE CORPORATION

Account Number: 193362322

Bank Name: JP Morgan Chase Bank, N.A.

ABA Number: 021000021





12








 











Exhibit B




TRADE CONFIRMATION



The foregoing subscription for Units of the Company is hereby accepted.




Purchase Box




YOU HAVE PURCHASED:




                                                            




Units of Lifevantage Corporation, at

$10,000 per Unit, of your original

subscription for ___Units.


Settlement Date: ___, 2009


Total Settlement Amount: $                                        




	 	 	 	 	 
	Account Registration Information:

	 	 	 	Delivery Instructions as set forth below:
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	(Name)

	 	 	 	(Name)
	 
	 	 	 	 
	 

	 	 	 	 
	(Account Reference, if applicable)

	 	 	 	(Account Reference, if applicable)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Address)
	 
	 	 	 	 
	 

	 	 	 	 
	(Address, including Postal Code)

	 	 	 	(Contact Name)                (Telephone

Number)






Lifevantage Corporation




By:                                                             

Name: David W. Brown

Title: Chief Executive Officer

Date: ___ ___, 2009








13








 










EXHIBIT C: FORM OF WARRANT




14











 





[June 30, 2009 Closing]




SUBSCRIPTION AGREEMENT




 






Lifevantage Corporation




 






	 	 	 
	To:

	 	Lifevantage Corporation
	 

	 	Attn: Brad Amman
	 

	 	 1449 W. Littleton Blvd.
	 

	 	Suite 200 
	 

	 	Littleton, Colorado 80120
	 
	 	 
	 

	 	via facsimile transmission: (303) 797-9688






     This Subscription Agreement (the “Agreement”) is made between Lifevantage Corporation (the
“Company”), and the undersigned prospective purchaser (the “Purchaser”) who is subscribing hereby
for shares of Common Stock of the Company and a warrant to purchase shares of Common Stock of the
Company (the “Subscription”). This Agreement is one of a series of similar agreements that the
Company may be entering into with one or more additional Purchasers (collectively, the “Offering”).
The Company currently anticipates the Offering to be up to $1,500,000 of shares of Common Stock of
the Company issued and sold in the Offering. The Company may accept this Agreement at any time
prior to                     , 2009 (“Closing Date”). The Company may, in its discretion, (i) extend the Closing Date, (ii)
hold one or more Closing Dates with other Purchasers in connection with the Offering or (iii)
increase or decrease the size of the Offering.



     In consideration of the Company’s agreement to sell the shares of Common Stock and warrant to
the Purchaser upon the terms and conditions contained herein, the Purchaser agrees and represents
as follows:



A. Terms of Subscription.




     1. Subject to the terms herein, the Purchaser hereby irrevocably subscribes for and agrees to
purchase that number of shares of Common Stock of the Company, at a
purchase price of $0.35
per share
(the “Shares”), as set forth on the signature page hereto, which shall in no event be an
amount less than
$50,000 (the “Purchase Price”). The Purchaser agrees to make payment in the manner set forth
on
Exhibit A hereto or otherwise designated by the Company in the full amount of the Purchase
Price.



     2. Subject to the terms herein, the Company agrees to issue to the Purchaser a warrant, in
substantially the form attached hereto as Exhibit C
(the “Warrant”), to purchase that number
of shares of
Common Stock of the Company equal to (a) the Purchase Price multiplied by 20% (b) divided by
$0.35.



     3. Upon settlement of the Subscription, including receipt by the Company of the Purchase
Price (“Settlement”), the portion of the Subscription accepted by the Company will be issued
in the name
of the Purchaser, and the Company, its agents or assigns will deliver to the Purchaser (i) a
stock certificate
representing the Shares and (ii) the Warrant.



     4. The Purchaser hereby agrees to be bound thereby upon the (i) execution and delivery to
the Company of this Agreement and (ii) acceptance by the Company of the Subscription.



 









 





     4. The Purchaser agrees that the Company may, directly or through an agent, in its sole and
absolute discretion and for any reason whatsoever, reduce the Purchaser’s Subscription to any
amount,
including zero, without any prior notice to or further consent by the Purchaser, and the
Company may
also, directly or through an agent, amend the Settlement date.



     5. Settlement shall occur once the Subscription has been accepted by the Company and the
conditions thereto set forth in this Agreement have occurred. The Company retains the right to
reject the
Subscription in whole or in part or to terminate this Agreement at any time and for any reason
prior to
Settlement.


B. Purchaser’s Representations. In connection with the Purchaser’s purchase of the Shares
and the Warrant, the Purchaser makes the following representations and warranties on which the
Company and the Company’s legal counsel are entitled to rely:




     1. The Subscription and subsequent private placement is being conducted pursuant to one or
more exemptions from the securities registration requirements provided by the rules promulgated
under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). To qualify
for the Subscription and subsequent private placement the Purchaser must be an Accredited
Investor. The Purchaser hereby represents that the Purchaser is an Accredited Investor as such
term is defined in Regulation D under the Securities Act, for the following reason(s) (Please
initial one or more):


o (i) If an individual, the Purchaser has a net worth, either individually or upon a joint
basis with the Purchaser’s spouse, of at least $1,000,000 (within the meaning of such terms as
used in the definition of “accredited investor” contained in Rule 501 under the Securities Act).



o (ii) If an individual, the Purchaser has had an individual income in excess of $200,000 for
each of the two most recent years, or a joint income with the Purchaser’s spouse in excess of
$300,000 in each of those years, and has a reasonable expectation of reaching the same income
level in the current year.



o (iii) The Purchaser is an irrevocable trust with total assets in excess of $5,000,000 whose
purchase is directed by a person with such knowledge and experience in financial and business
matters that such person is capable of evaluating the merits and risks of the prospective
investment.



o (iv) The Purchaser is a corporation, business trust or limited liability company, not formed
for the purpose of acquiring an Interest, or an organization described in section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, in each case with total assets in excess of $5,000,000.



o (v) The Purchaser is a director or executive officer of the Company.



o (vi) The Purchaser cannot make any of the representations set forth in clauses (i) through
(v) above.




     2. The Purchaser has such knowledge and experience in financial and business matters to
evaluate the merits and risks of an investment in the Shares and the Warrant and to make an
informed
decision relating thereto. The Purchaser has the financial capability to make and protect
itself from the
investment and can afford a complete loss of the investment. The investment is a suitable one
for the
Purchaser.



     3. The Purchaser acknowledges that it is not purchasing the Shares or the Warrant as a
result of any General Solicitation or General Advertising (as such terms are used and defined
in Rule
502(c) of Regulation D under the Securities Act) and the Purchaser is acquiring the Shares and
the
Warrant for the Purchaser’s own account, for the purpose of investment and not with a view to,
or for
resale in connection with, the distribution thereof, nor with an intention of distributing or
selling the
Shares or the Warrant and further still, the Purchaser understands that the Shares and the
Warrant have
not been registered under the Securities Act or the securities laws of any state.



2









 





     4. The Purchaser represents and warrants that if required by applicable securities
legislation,
regulatory policy or order by any securities commission, stock exchange or other regulatory
authority, it
will execute, deliver, file and otherwise assist the Company in filing reports,
questionnaires, undertakings,
and other documents with respect to the issuance of the Shares and the Warrant.



     5. The Purchaser understands that the Company has not made any assurances that any
market will exist for the Shares or the Warrant or the shares of the Common Stock underlying
the Warrant
(collectively, the “Securities”) and that, even if any market exists now or in the future, the
Purchaser may
not readily be able to sell the Securities on said market.



     6. The Purchaser represents and warrants that it is entitled to subscribe for the Shares and
the Warrant under the laws of all relevant jurisdictions which apply to it, and that it has
not taken any
action or omitted to take any action which will or may result in the Company or any of its
respective
directors, officers, agents, employees or advisers acting in breach of the legal and
regulatory requirements
of any jurisdiction in connection with the placement or acceptance of the Shares and the
Warrant.



     7. The Purchaser represents and warrants that it is resident in the state or country (if
outside
the United States) set forth below and is receiving the Shares and the Warrant in that state
or country
(outside the United States).



     8. The Purchaser represents that the amounts to be invested by it in the Shares and the
Warrant were not and are not directly or indirectly derived from activities that contravene
federal, state or
international laws and regulations, including anti-money laundering laws and regulations.
Federal
regulations and Executive Orders administered by Office of Foreign Assets Control (“OFAC”)
prohibit,
among other things, the engagement in transactions with, and the provision of services to,
certain foreign
countries, territories, entities and individuals. The lists of OFAC prohibited countries,
territories, persons
and entities can be found on the OFAC website at http://www.treas.gov/ofac. The
Purchaser agrees to
promptly notify the Company should the Purchaser become aware of any change in the information
set
forth in these representations. The Purchaser understands and acknowledges that, by law, the
Company
may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional
subscriptions
from the Purchaser, declining any redemption requests and/or segregating the assets in the
account in
compliance with governmental regulations, and the Company may also be required to report such
action
and to disclose the Purchaser’s identity to OFAC.



     9. The Purchaser acknowledges that the representations and warranties contained in this
Agreement are made by it, and each person for which the Purchaser is acting, with the intent
that they
may be relied upon by the Company and its agents in determining its eligibility to purchase
the Shares
and the Warrant.



     10. The Purchaser represents and warrants that it is authorized by each person for which it is
acting, if any, (i) to acquire the Shares and the Warrant under the terms and conditions
described herein
and (ii) to execute and deliver this Agreement on behalf of each such person.



     11. The Purchaser is aware that this investment may not be readily liquidated in case of a
financial emergency and that the Shares and the Warrant being purchased may have to be held
for an
indefinite period of time. The Purchaser’s overall commitment to investments which are not
readily
marketable is not excessive in view of its net worth and financial circumstances and the
purchase of the
Shares and the Warrant will not cause such commitment to become excessive. In view of such
facts, the
Purchaser has adequate means of providing for any current needs, anticipated future needs and
possible
contingencies and emergencies and has no need for liquidity in the investment in the Shares
and the
Warrant. The Purchaser is able to bear the economic risk of this investment, including a
complete loss of
its investment or the possibility that there may never be any liquidity in this investment.



     12. The Purchaser has had the opportunity to ask questions of, and receive answers from,
representatives of the Company concerning the terms and conditions of this transaction, and
the finances,




3









 







operations, business and prospects of the Company. The Purchaser has also had the opportunity to
ask questions and obtain additional information necessary to verify the accuracy of information
furnished about the Company. Accordingly, the Purchaser has independently evaluated the risks of
purchasing the Shares and the Warrant, and the Purchaser has received information with respect to
all matters which the Purchaser considers material to the Purchaser’s decision to make this
investment.




     13. The Purchaser hereby represents that the Purchaser has been furnished by the Company
during the course of this transaction with all information regarding the Company which the
Purchaser has
reasonably requested or desired to know and has received any such information which the
Purchaser has
requested. In making the decision to invest in the Shares and the Warrant, the Purchaser has
relied solely
upon the information contained in the Company’s periodic reports filed with the Securities and
Exchange
Commission (the “SEC”). To the extent necessary, the Purchaser has retained, at its own
expense, and
relied upon the advice of appropriate professionals regarding the investment, tax and legal
merits and
consequences of this Agreement and its purchase of the Shares and the Warrant hereunder.



     14. The Purchaser has carefully considered the potential risks relating to the Company and a
purchase of the Shares and the Warrant, including but not limited to, those risks identified
in the
Company’s annual report on Form 10-KSB for the year ended June 30, 2008 (the “Annual Report”),
and
has received all of the information the Purchaser deems necessary to assess the risks inherent
in an
investment in the Shares and the Warrant. The Purchaser is aware that no public market exists
for the
Securities and that the Securities may not be sold without compliance with applicable federal
and state
securities laws. The Purchaser understands that the Company has made no assurances that a
public
market will ever exist for the Securities and that, even if a public market exists in the
future, the Purchaser
may not readily be able to sell the Securities. The Purchaser has considered each of these
risks regarding
an investment in the Company and the Shares and the Warrant, and has carefully reviewed the
description
of certain risk factors described in the Annual Report. The Purchaser understands that the
risks described
in the Annual Report are not a complete list of risks involved in an investment in the
Company. This is a
speculative investment. Many of the factors which may affect the Company are subject to change
or are
not within the control of the Company, and the extent to which such factors could adversely
affect the
value of the Securities is not currently ascertainable.



     15. The Purchaser represents and warrants that the foregoing representations and warranties
are true at the time of Settlement with the same force and effect as if they had been made by
it at the time
of Settlement and that they shall survive the purchase of the Shares and the Warrant and shall
continue in
full force and effect notwithstanding any subsequent disposition of the Securities.


C. Forward Looking Statements. This Agreement and the information in the Company’s periodic
reports filed with the SEC contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not
statements
of historical fact may be deemed to be forward-looking statements. Without limiting the generality
of the
foregoing, words such as “may,” “anticipate,” “estimate,” “expects,” “projects,” “intends,”
“plans,”
“believes” and words and terms of similar substance used in connection with any discussion of
future
operating or financial performance, identify forward-looking statements. The Purchaser acknowledges
that all forward-looking statements are the Company’s present expectations of future events and are
subject to a number of risks and uncertainties that could cause actual results to differ materially
from
those described in the forward-looking statements. The Purchaser further acknowledges that by
making
these forward-looking statements, the Company is not intending to become obligated to update or
revise
any forward-looking statements whether as a result of new information, future events or other
changes
and that the Purchaser has not placed undue reliance on any forward-looking statements, which speak
only as of the date of the report or document containing the statements.




D. Restrictions on Transfer.




4









 






     i. The Purchaser agrees not to make any disposition of all or any portion of the Securities
unless and until:



          (a) there is then in effect a registration statement under the Securities Act or other
applicable law covering such proposed disposition and such disposition is made in accordance
with such
registration statement; or




          (b) (A) The transferee has agreed in writing to be bound by the terms of this
Agreement, (B) the Purchaser shall have notified the Company of the proposed disposition,
shall have
furnished the Company with a detailed statement of the circumstances surrounding the proposed
disposition, and (C) if reasonably requested by the Company, the Purchaser shall have
furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will
not require registration of such shares under the Securities Act. Notwithstanding the
foregoing, the
Company will not require any transferee of the Securities to be bound by the terms of the
Agreement if
such transfer was made by the Purchaser in compliance with the terms of Rule 144.




     ii. Notwithstanding the provisions of subsection (a) above, no such restriction shall apply
to a transfer by the Purchaser that is (A) a partnership transferring to its partners or former
partners in accordance with partnership interests, (B) a corporation transferring to a
wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the
Purchaser, (C) a limited liability company transferring to its members or former members in
accordance with their interest in the limited liability company, or (D) an individual transferring
to such individual’s family member or trust for the benefit of such individual; provided that in
each case the transferee will agree in writing to be subject to the terms of this Agreement to the
same extent as if he were the Purchaser hereunder.



     (iii) The Purchaser understands that until the Securities have been registered under the
Securities Act and applicable state securities laws the following legend is applicable and each
certificate representing such Securities shall bear a legend substantially similar to the
following:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, HAVE BEEN
ACQUIRED FOR INVESTMENT, AND DATE NOT BE SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE
ACT AND APPLICABLE STATE LAW IS IN EFFECT WITH REGARD THERETO OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.


E. No Regulatory Approval of Merits. The Purchaser understands that neither the SEC nor
the
commissioner or any department of securities or attorney general of any state has passed upon the
merits or qualifications of, nor recommended nor approved, the Securities. Any representation to
the contrary is a criminal offense.



F. Independent Advice. The Purchaser understands that the Purchaser is urged to seek
independent
advice from professional advisors relating to the suitability for the Purchaser of an investment in
the
Company in view of the Purchaser’s overall financial needs and with respect to the legal and tax
implications of such an investment.



G. Indemnification.




5









 








     1. The Purchaser understands the meaning and legal consequences of this Agreement and
agrees to indemnify and hold harmless the Company and each director and officer thereof from
and
against any and all loss, damage or liability due to or arising out of a breach of any
representation,
warranty or agreement of the Purchaser contained in this Agreement. Specifically, legal fees,
interest
regarding any trades that have not settled and all other reasonable expenses will be available
to the
Company in the event this Agreement is breached in any manner whatsoever.



     2. If for any reason the foregoing indemnification is unavailable to the Company and each
director and officer thereof or it is insufficient to hold the Company and each director and
officer thereof
harmless, then the Purchaser shall contribute to the amount paid or payable by the Company and
each
director and officer thereof as a result of such expense, loss, claim, damage or liability in
such proportion
as is appropriate to reflect not only the relative benefits received by the Purchaser on the
one hand and the
Company and each director and officer thereof on the other hand but also the relative fault of
the
Purchaser and the Company and each director and officer thereof, as well as any relevant
equitable
considerations provided that the Purchaser shall in any event contribute to the amount paid or
payable by
the Company and each director and officer thereof as a result of such expense, loss, claim,
damage or
liability.


H. Authority and Noncontravention. The execution and performance hereof violates no order,
judgment, injunction, agreement or controlling document to which the Purchaser is a party or by
which the Purchaser is bound. If an organization, (i) the Purchaser is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it has been formed; (ii)
the Purchaser has the right and power under its organizational instruments to execute, deliver and
perform its obligations hereunder; and (iii) this Agreement has been duly authorized by all
necessary action on the part of all officers, directors, partners, stockholders and trustees and
will not violate any agreement to which the Purchaser is a party; and (iv) the individual
executing and delivering this Agreement has the requisite right, power, capacity and authority to
do so on behalf of the organization. The Purchaser has not been organized for the purpose of
subscribing for the Shares and the Warrant.



I. Duration and Restrictions on Trading. The Purchaser understands that the Purchaser may
not
cancel, terminate or revoke this Agreement or any agreement made by the Purchaser hereunder and
that this Agreement shall survive the Purchaser’s death or disability and shall be binding upon
the Purchaser’s heirs, executors, administrators, successors and assigns. The Purchaser and its
affiliates thereof will not trade in the Company’s Common Stock until the earlier of (i) the
announcement of the closing of the transactions contemplated hereby or (ii) the termination of the
offering by the Company.




J. Representations By The Company.




     The Company hereby represents and warrants to the Purchaser that:



     1. Organization, Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of Colorado and has full
corporate power
and lawful authority to conduct its business as it is currently being conducted. The Company
is duly
qualified to do business as a foreign corporation and is in good standing in each jurisdiction
in which the
nature of the business conducted by it or the properties owned, leased or operated by it,
makes such
qualification or licensing necessary and where the failure to be so qualified or licensed
would have a
material adverse effect upon the business or financial condition of the Company.



     2. Authorization; Enforceability. The Company has all corporate right, power and
authority
to enter into this Agreement and to consummate the transactions contemplated hereby. All
corporate
action on the part of the Company necessary for the authorization, execution, delivery and
performance of
this Agreement by the Company, the authorization, sale, issuance and delivery of the Shares
and the
Warrant and the performance of the Company’s obligations hereunder has been taken. This
Agreement
has been duly executed and delivered by the Company and constitutes a legal, valid and binding



6









 




obligation of the Company, enforceable against the Company in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules
of law governing specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy. The Shares and the Warrant have been duly and validly authorized and,
upon the issuance and delivery thereof and payment therefor as contemplated by this Agreement, will
be free and clear of liens, duly and validly authorized and issued, fully paid and nonassessable.
The issuance and sale of the Shares and the Warrant contemplated hereby will not give rise to any
preemptive rights or rights of first refusal on behalf of any person that have not been properly
waived or complied with.




     3. No Conflict; Governmental Consents.



          (a) The execution and delivery by the Company of this Agreement, the
consummation of the transactions contemplated hereby and the offer and sale of the Shares and
the
Warrant will not, to the knowledge of the Company, result in the violation of any law,
statute, rule,
regulation, order, writ, injunction, judgment or decree of any court or governmental authority
to or by
which the Company is bound, or of any provision of the Articles of Incorporation and bylaws of
the
Company, and will not conflict with, or result in a breach or violation of, any of the terms
or provisions
of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan
agreement,
mortgage, security agreement, trust indenture or other agreement or instrument to which the
Company is a
party or by which it is bound or to which any of its properties or assets is subject where
such default
would have a material adverse effect upon the business, prospects or financial condition of
the Company,
nor result in the creation or imposition of any lien upon any of the properties or assets of
the Company.




          (b) No consent, waiver, approval, authorization or other order of any governmental
authority or other third-party is required to be obtained by the Company in connection with
the
authorization, execution and delivery of this Agreement or with the authorization, issuance
and sale of the
Shares and the Warrant, except such filings as may be required to be made, and which shall
have been
made at or prior to the required time, with any state or foreign blue sky or securities
regulatory authority.




K. Miscellaneous.




     1. Settlement Conditions. Settlement will not occur until acceptance by the Company
of
the Subscription and the fulfillment, at or prior to Settlement, of the following closing
conditions: (a) the
representations and warranties of the Purchaser contained in this Agreement shall be true and
correct at
the time of Settlement; (b) all proceedings in connection with the transactions contemplated
hereby and
all documents and instruments incident to such transactions shall be satisfactory in substance
and form to
the Company; (c) the Company shall have received all such counterpart originals or certified
or other
copies of such documents as the Company may request; and (d) the transactions contemplated by
this
Agreement shall have been approved by the Company’s Board of Directors.



     2. Notices. Notices required or permitted to be given hereunder shall be in writing
and shall
be deemed to be sufficiently given when personally delivered or sent by registered mail,
return receipt
requested, addressed:




	 	i.	 	if to Company, to LifeVantage Corporation, Attn: Brad Amman, 1449 W. Littleton Blvd., Suite 200, Littleton, Colorado 80120, or
	 
	 	ii.	 	if to the Purchaser, at the address set forth
on the signature page hereto or at such other address as may have been
specified by written notice given in accordance with this paragraph.





     3. Entire Agreement. This Agreement and Exhibits hereto embody the entire agreement
and
understanding between the parties hereto with respect to the subject matter hereof and
supersede all prior
oral or written agreements and understandings relating to the subject matter hereof. No
statement,




7









 







representation, warranty, covenant or agreement of any kind not expressly set forth in this
Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.




     4. Modifications;
Amendments; Waivers and Consents. Except as otherwise expressly
provided,
this Agreement and the Warrant may be amended or modified, either prospectively or
retrospectively and
either in general or with respect to any particular matter, only upon the written consent of
the Company
and the holders of at least a majority of the Shares or the Warrants, as applicable, issued in
the Offering.
Any such amendment shall be binding on all parties participating in the Offering whether or
not such
party consents to such amendment. Except as otherwise expressly provided, the obligations of
the
Company and the rights of the Purchaser under this Agreement or the Warrant may be waived,
either
prospectively or retrospectively and either in general or with respect to any particular
matter, only with
the written consent of the holders of at least a majority of the Shares or the Warrant, as
applicable, issued
in the Offering. Any such waiver shall be binding on all parties whether or not such party
consents to
such waiver.



     5. Governing Law. This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Colorado, as such laws are applied by its
courts to
agreements entered into and to be performed in Colorado as if by and between residents of
Colorado, and
shall be binding upon the Purchaser, the Purchaser’s heirs, estate, legal representatives,
successors and
assigns and shall inure to the benefit of the Company its successors and assigns. The
Purchaser and the
Company further agree that venue for any such action shall lie exclusively with courts sitting
in Denver,
Colorado, unless the Purchaser and Company agrees to the contrary in writing. The Purchaser
and the
Company waive their right to jury trial in any action or proceeding arising out of or related
to this
Agreement. If any provision of this Agreement is invalid or unenforceable under any applicable
statute or
rule of law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith
and shall be deemed modified to conform to such statute or rule of law. Any provision hereof
that may
prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other
provision hereof.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




8









 





Purchaser:




	 	 	 
	Purchaser Name:
	 	 
	 

	 	 





	 	 	 
	Address (Please no P.O. Boxes1):
	 	 
	 

	 	 





	 	 	 	 	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Zip:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 





	 	 	 
	Federal Income Tax I.D. No.
	 	 
	 

	 
	 	 
	If Purchaser is an Entity:
	 	 
	 

	 	 
	Portfolio Manager or Analyst Name:
	 	 
	 

	 	 
	Portfolio Manager or Analyst Phone Number:
	 	 
	 

	 	 
	Portfolio Manager or Analyst Fax Number:
	 	 
	 

	 	 
	Portfolio Manager or Analyst E-mail Address:
	 	 
	 

	 	 





	 	 	 	 
	Investment Amount:

	 	$	 
	 

	 	 	 





Under penalties of perjury, the Purchaser certifies that:




          1. The number shown above is my correct Taxpayer Identification Number;




          2. The Purchaser has the authority to make the above representation as to the
investing person or entity’s financial status;




          3. The Purchaser is not subject to backup withholding either because the Purchaser
has not been notified by the Internal Revenue Service (IRS) that the Purchaser is subject to
backup
withholding as a result of a failure to report all interest or dividends, or the IRS has
notified the Purchaser
that the Purchaser is no longer subject to backup withholding.




     IN
WITNESS WHEREOF, the Purchaser has executed this Subscription
Agreement as of this       
day of       , 2009.



	 	 	 
	 

	 	(For Co-owners, if applicable)
	 
	 	 
	 

	 	 
	Purchaser Signature

	 	Purchaser Signature
	 
	 	 
	 

	 	 
	Purchaser Title

	 	Purchaser Title
	 
	 	 
	 

	 	 
	Print Name

	 	Print Name








 




			
	1.	 	The Shares and the Warrant will be delivered via Federal Express unless otherwise indicated.






9









 








Exhibit A




Manner of Payment



If payment is made by check, the check should be made out to Lifevantage Corporation and delivered
to Lifevantage Corporation, Attention: Brad Amman, 1449 W. Littleton Blvd., Suite 200, Littleton,
Colorado 80120.



If payment is made by wire transfer, the funds should be wired to the following account:




Account Name: LIFEVANTAGE CORPORATION

Account Number: 193362322

Bank Name: JP Morgan Chase Bank, N.A.

ABA Number: 021000021




10









 





Exhibit B




Trade Confirmation



The Subscription is hereby accepted by the Company.




Purchase Box




YOU HAVE PURCHASED:




                                        
shares of Common Stock




of Lifevantage Corporation




Total Settlement Amount:

$                                        




	 	 	 	 	 
	Account
Registration Information:

	 	 	 	Delivery Instructions as set
forth below:
	 
	 	 	 	 
	 

	 	 	 	 
	(Name)

	 	 	 	(Name)
	 
	 	 	 	 
	 

	 	 	 	 
	(Account Reference, if applicable)

	 	 	 	(Account Reference, if applicable)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Address)
	 
	 	 	 	 
	 

	 	 	 	 
	(Address, including Postal Code)

	 	 	 	(Contact Name)           
     
     
     
     
      (Telephone
Number)






Lifevantage Corporation




By:                                                                   

Name: David W. Brown

Title: Chief Executive Officer

Date:
                              
       , 2009





11











 





Exhibit C




Form of Warrant




12









 





THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




LIFEVANTAGE CORPORATION




FORM OF WARRANT TO PURCHASE COMMON STOCK




			
	 	 	 
	No. CW-[     ]
	 	                    , 2009






Void After                     , 2012




     This Certifies That, for value received,                     , with its principal office at
                    , or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at
the Exercise Price (defined below) from Lifevantage Corporation, a Colorado corporation, with its
principal office at 11545 W. Bernardo Court, Suite 301, San Diego, California 92127 (the
“Company”), [                    ] shares of Common Stock of the Company (the “Common Stock”), as provided
herein.



          This Warrant is one of a series of similar warrants dated on or about                      ___, 2009
(collectively, the “Warrants”) referred to in, and is executed and delivered in connection with,
those
certain Subscription Agreements, dated on or about _________ ___, 2009 and executed by the Company and
the Holder, among others (as the same may from time to time be amended, modified or supplemented
or restated, the “Subscription Agreements”). Additional rights and obligations of the Holder and
the Company are set forth in the Subscription Agreement.




     1. Definitions. As used herein, the following terms shall have the following
respective meanings:



          “Equity Conditions” means the following:





	a.	 	The Company shall have exercised to Common Stock all Warrants from Holders
thereof who have properly requested such exercise;
	 
	b.	 	The Common Stock is listed for trading on the American Stock Exchange, the
New York Stock Exchange, the NASDAQ National Market, the NASDAQ Small
Cap Market or the OTC Bulletin Board; and
	 
	c.	 	The Company shall have a sufficient number of authorized but unissued and
otherwise unreserved Common Stock to satisfy all potential exercises of
Warrants to Common Stock.





          “Exercise Period” shall mean the time period commencing with the date of this Warrant and
ending three years later.




          “Exercise Price” shall mean $0.50 per share, subject to adjustment pursuant to Section 5
below.




          “Exercise Shares” shall mean the shares of the Company’s Common Stock issuable upon exercise
of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to
adjustment pursuant to Section 5 below.




 









 





          “Market Price” shall mean (i) the last reported closing sale price for the Common Stock as
officially reported by the OTC Bulletin Board, if the Common Stock is then traded on the OTC
Bulletin Board; or (ii) the last reported closing sale price on the Nasdaq SmallCap or National
Market or a national securities exchange, if the Common Stock is then traded on the Nasdaq SmallCap
or National Market or a national securities exchange, in each case as officially reported by the
Nasdaq SmallCap or National Market or such national securities exchange; or (iii) if the Common
Stock is not then traded on the OTC Bulletin Board, the Nasdaq SmallCap Market, the Nasdaq National
Market or a national securities exchange, but is then traded in the over-the-counter market, then
the average of the last reported bid and asked prices of the Common Stock reported by the National
Quotation Bureau, Inc. or similar bureau if the National Quotation Bureau, Inc. is no longer
reporting such information.




          “Trading Day” means a day on which the Common Stock is traded on a Trading Market.




          “Trading Market” means the following markets or exchanges on which the Common Stock is listed
or quoted for trading on the date in question: the Nasdaq SmallCap Market, the American Stock
Exchange, the New York Stock Exchange or the Nasdaq National Market.




     2. Exercise of Warrant. The rights represented by this Warrant may be exercised in
whole or in part at any time during the Exercise Period, by delivery of the following to the
Company at
its address set forth above (or at such other address as it may designate by notice in
writing to the Holder):



          (a) an executed notice of exercise in the form attached hereto (a “Notice of
Exercise”);




          (b) payment of the Exercise Price in cash or by check; and




          (c) this Warrant.




     Upon the exercise of the rights represented by this Warrant, a certificate or certificates
for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated
with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a
reasonable time after the exercise rights represented by this Warrant shall have been so
exercised. The person in whose name any certificate or certificates for Exercise Shares are to be
issued upon exercise of this Warrant shall be deemed to have become the holder of record of such
shares on the date on which this Warrant was surrendered and payment of the Exercise Price was
made, irrespective of the date of delivery of such certificate or certificates.



     3. Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market
value of one share of the Company’s Common Stock is greater than the Exercise Price (at the
date of
calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the
Holder may
elect to receive shares equal to the value (as determined below) of this Warrant (or the
portion thereof
being canceled) by surrender of this Warrant at the principal office of the Company together
with the
properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the following formula:



X = Y (A-B) 


     A



     Where X = the number of shares of Common Stock to
be issued to the Holder



2









 





	 	 	 
	Y =

	 	the number of shares of Common Stock purchasable under the Warrant or,
if only a portion of the Warrant is being exercised, the portion of the
Warrant being canceled (at the date of such calculation)
	 
	 	 
	A =

	 	the Market Price on the Trading Day immediately preceding
the date of such election
	 
	 	 
	B =

	 	Exercise Price (as adjusted to the date of such calculation)






     4.
Covenants of the Company. The Company covenants and agrees that all
Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free
from all taxes, liens and charges with respect to the issuance thereof. The Company further
covenants and agrees that the Company will at all times during the Exercise Period, have
authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant. If at any time during
the Exercise Period the number of authorized but unissued shares of Common Stock shall not be
sufficient to permit exercise of this Warrant, the Company will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes.



     5.
Representations, Warranties and Covenants of Holder.



     5.1.
Acquisition of Warrant for Personal Account. The Holder represents and warrants that it
is acquiring the Warrant solely for its account for investment and not with a view to or for sale
or distribution of said Warrant or any part thereof, other than potential transfers between
affiliates (including affiliated funds). The Holder also represents that the entire legal and
beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired
for, and will be held for, its account only.



     5.2.
Securities Are Not Registered.



          (a) The Holder understands that the Warrant and the Exercise Shares have not been registered
under the Securities Act of 1933, as amended (the
“Act”) on the basis that no distribution or
public offering of the stock of the Company is to be effected. The Holder realizes that the basis
for the exemption may not be present if, notwithstanding its representations, the Holder has a
present intention of acquiring the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting any participation in, or
otherwise distributing the securities. The Holder has no such present intention, other than
potential transfers between affiliates (including affiliated funds).




          (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely
unless they are subsequently registered under the Act or an exemption from such registration is
available.




          (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold
pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among
other things, the existence of a public market for the shares, the availability of certain
current public information about the Company, the resale following the required holding period
under Rule 144 and the number of shares being sold during any three month period not exceeding
specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have
not been satisfied and that the Company presently has no plans to satisfy these conditions in the
foreseeable future.




3









 





     5.3. Disposition of Warrant and Exercise Shares.



          (a)
The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until:




               (i) The Company shall have received a letter secured by the Holder from the
Securities and Exchange Commission stating that no action will be recommended to the Commission
with respect to the proposed disposition; or



               (ii) There is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with said registration statement.



               (iii) The Holder shall have notified the Company of the proposed disposition and shall have
furnished the Company with a statement briefly describing the circumstances surrounding the
proposed disposition, together with a written opinion of such holders counsel, if requested by the
Company, to the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Securities Act as then in effect or any federal or state
law then in effect); provided, however, that such statement will not be required if the
disposition is permitted under Rule 144 of the Securities Act.



          (b)
Notwithstanding the provisions of paragraph (a) above, the Holder may assign this Warrant
and the Exercise Shares to (i) any partner of the Holder if Holder is a partnership, (ii) any
member of the Holder if Holder is a limited liability company, (iii) any affiliate, including
affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is
an individual; provided that the Company is given written notice thereof.




          (c)
The Holder understands and agrees that all certificates evidencing the shares to be issued
to the Holder may bear the following legend:





THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.



     6. Adjustment of Exercise Price; Effect of Organic Changes



     6.1. Adjustment of Exercise Price. In the event of changes in the outstanding Common Stock of
the Company by reason of stock dividends, splits, recapitalizations,
reclassifications,
combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the
number and class of shares available under the Warrant in the aggregate and the Exercise Price
shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same
aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have
owned had the Warrant been exercised prior to the event and had the Holder continued to hold such
shares until after the event requiring adjustment. This adjustment is intended to adjust for the
pure anti-dilution effects of the shares issued. The form of this Warrant need not be changed
because of any adjustment in the number of Exercise Shares subject to this Warrant.



     6.2. Acquisition. Holder agrees that, in the event of an Acquisition, either (a) Holder shall
exercise its purchase right under this Warrant prior to the consummation of such Acquisition and
such exercise will be deemed effective immediately prior to the consummation of such Acquisition
or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the
consummation of such Acquisition. The Company shall provide the Holder with written notice of an
Acquisition, which is to be delivered to Holder not less than ten (10) days prior to the closing
of the proposed Acquisition, and shall



4









 





provide the Holder with such reasonable information as the Holder may request in connection with
such contemplated Acquisition. For the purpose of this Warrant, “Acquisition” means any sale,
license, or other disposition of all or substantially all of the assets of the Company, or any
reorganization, consolidation, or merger of the Company where the holders of the Company’s
securities before the transaction beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.




     7. Fractional Shares. No fractional shares shall be issued upon the exercise of this
Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share.



     8. Redemption. The Company may redeem this Warrant at its option at a redemption price of
$0.01 per Exercise Share, at any time during the term of this Warrant, provided that: (i) the
Equity Conditions have been met, (ii) the Market Price shall have equaled or exceeded 200% of the
Exercise Price for any 20 consecutive Trading Days ending not later than the third day prior to
the date on which the Notice of Redemption, as defined below, is given (the “Calculation Period”);
and (iii) the average trading volume shall have exceeded 100,000 shares of Common Stock per day
during the Calculation Period. Notice of redemption (the
“Notice of Redemption” ) shall be given in
writing by the Company not later than the 15th day before the date fixed for redemption. On and
after the date fixed for redemption, the Holder shall have no rights with respect to the Warrants
except to receive the $0.01 per Exercise Share upon surrender of this Warrant. After Notice of
Redemption is received by the Holder, but prior to the date fixed for redemption, the Holder may
still exercise this Warrant.



     9. No Stockholder Rights. This Warrant in and of itself shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company.



     10. Transfer of Warrant. Subject to applicable laws, this Warrant and all rights hereunder
are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this
Warrant and the form of assignment attached hereto to any transferee designated by Holder.



     11. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost,
stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it
may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be
at any time enforceable by anyone.



     12. Notices,
etc. All notices required or permitted hereunder shall be in writing and shall
be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent
by confirmed telex, facsimile or electronic mail if sent during normal business hours of the
recipient, if not, then on the next business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the Company at the address listed on
the signature page and to Holder at the address listed on the first page of this Warrant or at
such other address as the Company or Holder may designate by ten (10) days advance written notice
to the other parties hereto.



     13. Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained herein.



5









 





     14. Amendment
and Waiver. Any term of this Warrant may be amended or waived with the written
consent of the Company and holders of Warrants representing at least a majority of the shares of
Common Stock for which the Warrants are exercisable; provided, however, that any amendment or
waiver that treats the Holder of a Warrant in a materially unequal
fashion as compared to all
Holders of the Warrant will require the consent of the Holder receiving such unequal treatment.



     15. Governing Law. This Warrant shall be governed by and construed under the laws of the
State of Colorado as applied to agreements among Colorado residents, made and to be performed
entirely within the State of Colorado.



[Remainder of Page Intentionally Left Blank]




6









 





     In Witness Whereof, the Company has caused this Warrant to be executed by its duly
authorized officer as of                      ___, 2009.



	 	 	 	 	 
	 	Lifevantage Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Brad Amman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




7









 





NOTICE OF EXERCISE



TO:
Lifevantage Corporation




     (1) o The undersigned hereby elects to purchase                      shares of the Common
Stock of LifeVantage Corporation (the
“Company”) pursuant to the terms of the attached Warrant,
and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.



           o (2) Please issue a certificate or certificates representing said shares
of
Common Stock in the name of the undersigned or in such other name as is specified below:



 





(Name)




 






 





(Address)




     (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being
acquired for the account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business
affairs and financial condition and has acquired sufficient information about the Company to reach
an informed and knowledgeable decision regarding its investment in the Company; (iii) the
undersigned is experienced in making investments of this type and has such knowledge and
background in financial and business matters that the undersigned is capable of evaluating the
merits and risks of this investment and protecting the undersigned’s own interests; (iv) the
undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant
have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), by
reason of a specific exemption from the registration provisions of the Securities Act, which
exemption depends upon, among other things, the bona fide nature of the investment intent as
expressed herein, and, because such securities have not been registered under the Securities Act,
they must be held indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available; (v) the undersigned is aware that the aforesaid
shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act
unless certain conditions are met and until the undersigned has held the shares for the number of
years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of
current information to the public about the Company and the Company has not made such information
available and has no present plans to do so; and (vi) the undersigned agrees not to make any
disposition of all or any part of the aforesaid shares of Common Stock unless and until there is
then in effect a registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said registration statement, or the
undersigned has provided the Company with an opinion of counsel satisfactory to the Company,
stating that such registration is not required.



	 	 	 	 	 
	 

	 	 	 	 
	(Date)

	 	 	 	(Signature)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Print name)






1









 





ASSIGNMENT FORM




(To assign the foregoing Warrant, execute

this form and supply required information. 

Do not use this form to purchase shares.)




     For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to



	 	 	 
	Name:

	 	 
	 

	 	 




(Please Print)




	 	 	 
	Address:

	 	 
	 

	 	 




(Please Print)



Dated:                                         




	 	 	 	 	 
	Holder’s Signature:

	 	 
 

	 	 
	Holder’sAddress:

	 	 
 

	 	 





NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatever. Officers of
corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.