exv4w4




EXHIBIT
4.4



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS
SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.




			
	 	 	 
	Debenture No.
	 	___
	Original Issue Date: 

Original Conversion Price (subject to adjustment herein): 

Original Principal Amount:
	 	November 18, 2009

$0.20

$______________






RESTATED 8% CONVERTIBLE DEBENTURE

DUE NOVEMBER 18, 2011



THIS RESTATED 8% CONVERTIBLE DEBENTURE is a duly authorized and validly issued 8% Convertible
Debenture of LifeVantage Corporation, a Colorado corporation (the “Company”), having its
principal place of business at 11545 West Bernardo Court, Suite 301, San Diego, California 92127,
designated as its 8% Convertible Debenture due November 18, 2011 (this debenture, the
“Debenture” and, collectively with the other debentures of such series, the
“Debentures”).



FOR VALUE RECEIVED, the Company promises to pay pursuant to the terms hereunder to
___________________
or its registered assigns (the “Holder”), the principal sum of
$____________ on November 18, 2011 (the “Maturity Date”) or such earlier date as this
Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the
Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in
accordance with the provisions hereof. This Debenture is subject to the following additional
provisions:



Section 1. Definitions. For the purposes hereof, in addition to the terms defined
elsewhere in this Debenture, the following terms shall have the following meanings:




     “Business Day” means any day except any Saturday, any Sunday, any day which is a
federal legal holiday in the United States or any day on which banking institutions in the State of
California are authorized or required by law or other governmental action to close.



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     “Change of Control Transaction” means the occurrence after the date hereof of any of
the following: (a) the Company sells or transfers all or substantially all of its assets to another
Person and the stockholders of the Company immediately prior to such transaction own less than a
majority of the aggregate voting securities of the acquiring entity immediately after the
transaction; (b) an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of in excess of 50% of the
then outstanding voting securities of the Company (other than by means of conversion or exercise of
the Debentures and the other securities issued together with the Debentures), (c) the Company
merges into or consolidates with any other Person, or any Person merges into or consolidates with
the Company and, after giving effect to such transaction, the stockholders of the Company
immediately prior to such transaction own less than a majority of the aggregate voting securities
of the Company or the surviving entity of such transaction, or (d) a transaction or series of
transactions that constitute a “Rule 13e-3 transaction” (as such term is defined in Rule 13(e)-3
promulgated under the Exchange Act) in respect of the Common Stock.



     “Common Stock” means the common stock of the Company, par value $0.001 per share, and
any other class of securities into which such securities may hereafter be reclassified or changed.



     “Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached
hereto.



     “Conversion Shares” means, collectively, the shares of Common Stock issuable upon
conversion of this Debenture in accordance with the terms hereof.



     “Debenture Register” means the records of the Company regarding registration and
transfers of this Debenture.



     “Equity Conditions” means, during the period in question, (a) the Company shall have
duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of
Conversion, if any, (b) the Common Stock is trading on a Trading Market and all of the shares
issuable upon conversion of this Debenture are listed or quoted, if necessary, for trading on such
Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a
Trading Market will continue uninterrupted for the foreseeable future), (c) there are a sufficient
number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance
of all of the shares then issuable pursuant to the conversion of this Debenture, (d) there is no
existing Mandatory Redemption Event and no existing event which, with the passage of time or the
giving of notice, would constitute an Mandatory Redemption Event, and (e) for each Trading Day in a
period of 10 consecutive Trading Days prior to the applicable date in question, the average daily
trading volume for the Common Stock on the principal Trading Market exceeds 200,000 shares per
Trading Day.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to
employees, officers or directors of or consultants to the Company pursuant to any stock or option



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plan adopted by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose; (b)
securities upon the conversion of the Debentures and/or other securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and outstanding on the date
hereof; (c) securities issued pursuant to acquisitions or strategic transactions approved by a
majority of the disinterested members of the Board of Directors, provided that any such issuance
shall only be to a Person (or to the equity holders of a Person) which is, itself or through its
subsidiaries, an operating company or as consideration for an asset, in either case, in a business
synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities; (d) securities authorized for issuance by a majority of the
disinterested members of the Board of Directors, provided that the number of shares of Common Stock
so authorized for issuance or issuable upon conversion, exercise or exchange of any security so
authorized for issuance in such issuance, together with the number of shares of Common Stock issued
or issuable upon conversion, exercise or exchange of any security previously issued by the Company
pursuant to this clause (d), in the aggregate, does not exceed 0.5% of the Fully-Diluted
Outstanding Common Stock as of the date of the securities are issued; and (e) shares of Common
Stock issued pursuant to the anti-dilution provisions contained in the Debentures and restated
warrants, in each case, as amended from time to time, issued, or to be issued, pursuant to the
Purchase Agreement or in those certain (i) subscription agreements, as amended from time to time,
entered into pursuant to the series of financing transactions that closed on June 30, 2009 and
August 5, 3009, (ii) unit subscription agreements, as amended from time to time, entered into
pursuant to the series of financing transactions that closed on March 10, 2009, March 26, 2009 and
April 6, 2009, and (iii) convertible debentures, as amended from time to time, issued pursuant to
the private placement offering that closed on September 26, 2007 and October 31, 2007.




     “Fully-Diluted Outstanding Common Stock” means, as of a particular date, the sum of
(a) the then issued and outstanding shares of Common Stock and (b) the shares of Common Stock then
issuable pursuant to outstanding securities of the Company that entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or securities
that are themselves convertible into or exercisable or exchangeable for Common Stock.



     “Mandatory Default Amount” means the sum of (a) 130% of the then outstanding principal
amount of this Debenture and (b) 100% of accrued and unpaid interest hereon.



     “Mandatory Redemption Event” means any of the following events: (a) the Company shall
be a party to any Change of Control Transaction; (b) the Company’s reporting requirements under the
Exchange Act are suspended or terminated; (c) at any time during the period commencing from the six
month anniversary of the Original Issuance Date hereof and ending at such time that all of the
shares of Common Stock issuable upon conversion of this Debenture may be sold without the
requirement for the Company to be in compliance with Rule 144(c)(1)



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and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall
fail for any reason to satisfy the current public information requirement under Rule 144(c); or (d)
the Common Stock is not listed or quoted on a Trading Market.




     “Original Issue Date” means the date of the first issuance of the Debentures,
regardless of any transfers of any Debenture and regardless of the number of instruments which may
be issued to evidence such Debentures.



     “Permitted Indebtedness” means (a) lease obligations and purchase money indebtedness
of up to $500,000, in the aggregate, incurred in connection with the acquisition of capital assets
and lease obligations with respect to acquired or leased assets, (b) indebtedness to a bank or
similar financial or lending institution under a credit facility or an extension, modification or
renewal thereof in an aggregate amount of up to $500,000, (c) indebtedness that is subordinate to
the Debentures and (d) indebtedness for borrowed money incurred after the date of the Purchase
Agreement in an amount less than, in the aggregate, $100,000.



     “Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.



     “Purchase Agreement” means the Amended and Restated Securities Purchase Agreement,
dated as of December ___, 2009 among the Company and the original Holders, as amended, modified or
supplemented from time to time in accordance with its terms.



     “Rule 144” means Rule 144 promulgated under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Trading Day” means a day on which the principal Trading Market is open for trading.



     “Trading Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE Amex, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or
the OTC Bulletin Board (or any successors to any of the foregoing); provided, however, if the
Common Stock is not listed or quoted on any of the foregoing markets or exchanges as of the date in
question, Trading Market shall mean the New York Stock Exchange.



Section 2. Interest.




          a) Payment of Interest in Cash. The Company shall pay interest to the Holder on the
aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per
annum, payable in cash quarterly on January 1, April 1, July 1 and October 1,






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beginning on January 1, 2010, on each Conversion Date (as to that principal amount then being
converted) and on the Maturity Date.




          b) Interest Calculations. Interest shall be calculated on the basis of a 360-day year,
consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original
Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid
interest, liquidated damages and other amounts which may become due hereunder, has been made.




          c) Late Fee. All overdue accrued and unpaid interest to be paid hereunder shall
entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate
permitted by applicable law which shall accrue daily from the date such interest is due hereunder
through and including the date of actual payment in full.




          d) Prepayment. Except as otherwise set forth in this Debenture, the Company may not
prepay any portion of the principal amount of this Debenture without the prior written consent of
the Holder.




Section 3. Registration of Transfers and Exchanges.




          a) Different Denominations. This Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as requested by the Holder
surrendering the same. No service charge will be payable for such registration of transfer or
exchange.




          b) Investment Representations. This Debenture has been issued subject to certain
investment representations of the original Holder set forth in the Purchase Agreement and may be
transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and
state securities laws and regulations.




          c) Reliance on Debenture Register. Prior to due presentment for transfer to the
Company of this Debenture, the Company and any agent of the Company may treat the Person in whose
name this Debenture is duly registered on the Debenture Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this
Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the
contrary.




Section 4. Conversion.




          a) Voluntary Conversion. At any time after the Original Issue Date until this
Debenture is no longer outstanding, this Debenture shall be convertible, in whole or in part, into
shares of Common Stock at the option of the Holder, at any time and from time to time. The Holder
shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is
attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the
principal amount of this Debenture to be converted and the date on which such conversion shall






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be effected (such date, the “Conversion Date”). If no Conversion Date is specified in
a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is
deemed delivered hereunder. Conversions hereunder shall have the effect of lowering the
outstanding principal amount of this Debenture in an amount equal to the applicable amount being
converted. The Holder and the Company shall maintain records showing the principal amount(s)
converted and the date of such conversion(s). The Company may deliver an objection to any Notice
of Conversion within three Business Days of delivery of such Notice of Conversion. In the event of
any dispute or discrepancy, the records of the Company shall be controlling and determinative in
the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture,
acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of
a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be
less than the amount stated on the face hereof.




          b) Conversion Price. The conversion price in effect on any Conversion Date shall be
equal to $0.20, subject to adjustment herein (the “Conversion Price”).




          c) Mechanics of Conversion.





     i. Conversion Shares Issuable Upon Conversion of Principal Amount. The
number of Conversion Shares issuable upon a conversion hereunder shall be determined
by the quotient obtained by dividing (x) the outstanding principal amount of this
Debenture to be converted by (y) the Conversion Price.




     ii. Delivery of Certificate Upon Conversion. Not later than five
Trading Days after each Conversion Date, the Company shall deliver, or cause to be
delivered, to the Holder a certificate or certificates representing the number of
Conversion Shares being acquired upon the conversion of this Debenture.




     iii. Reservation of Shares Issuable Upon Conversion. The Company
covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion
of this Debenture as herein provided, free from preemptive rights or any other
actual contingent purchase rights of Persons other than the Holder (and the other
holders of the Debentures), not less than such aggregate number of shares of the
Common Stock as shall (subject to the terms and conditions set forth in the Purchase
Agreement) be issuable (taking into account the adjustments of Section 5) upon the
conversion of the then outstanding principal amount of this Debenture. The Company
covenants that all shares of Common Stock that shall be so issuable shall, upon
issue, be duly authorized, validly issued, fully paid and nonassessable.




     iv. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of this Debenture. As to any
fraction of a share which the Holder would otherwise be entitled to purchase upon



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such conversion, the Company shall at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Conversion Price or round up to the next whole share.




     v. Transfer Taxes. The issuance of certificates for shares of the
Common Stock on conversion of this Debenture shall be made without charge to the
Holder hereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificates; provided, however, that, the
Company shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder and the Company shall not be
required to issue or deliver such certificates unless or until the Person or Persons
requesting the issuance thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax has
been paid.



Section 5. Certain Adjustments.




          a) Stock Dividends and Stock Splits. If the Company, at any time while this Debenture
is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
payable in shares of Common Stock on shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock
split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the
event of a reclassification of shares of the Common Stock, any shares of capital stock of the
Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a)
shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.




          b) Subsequent Equity Sales. Other than in respect of an Exempt Issuance, if, at any
time while this Debenture is outstanding, the Company sells any shares of Common Stock or sells any
option or right entitling any Person to acquire shares of Common Stock at an effective price per
share that is lower than the then Conversion Price (such lower price, the “Base Conversion
Price”), then the Conversion Price shall be reduced to equal the Base Conversion Price.
Notwithstanding anything to the contrary in this Section 5(b), in no event shall the Conversion
Price be reduced to less than $0.10 (subject to adjustment pursuant to Section 5(a)) as a result of
any adjustment to the Conversion Price pursuant to this Section 5(b).




          c) Calculations. All calculations under this Section 5 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the
number of shares of Common Stock deemed to be issued and outstanding as of a given date






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shall be the number of shares of Common Stock (excluding any treasury shares of the Company)
issued and outstanding.




          d) Notice to the Holder of Adjustment to Conversion Price. Whenever the Conversion
Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver
to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.




Section 6.




          a) Optional Redemption at Election of Company. Subject to the provisions of this
Section 6(a), at any time after Original Issue Date, the Company may deliver a notice to the Holder
(an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder,
the “Optional Redemption Notice Date”) of the Company’s election to redeem all of the then
outstanding principal amount of this Debenture for cash in an amount equal to the then outstanding
principal amount of this Debenture plus accrued and unpaid interest hereon (the “Optional
Redemption Amount”) on the 10th Trading Day following the Optional Redemption Notice
Date (such date, the “Optional Redemption Date”, such 10 Trading Day period, the
"Optional Redemption Period” and such redemption, the “Optional Redemption”). The
Optional Redemption Amount shall be paid in full on the Optional Redemption Date. The Company may
only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless
waived in writing by the Holder) on each Trading Day during the period commencing on the Optional
Redemption Notice Date through the Optional Redemption Date. If any of the Equity Conditions shall
cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect
to nullify the Optional Redemption Notice by notice to the Company within one Trading Day after the
first day on which any such Equity Condition has not been met in which case the Optional Redemption
Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all
Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through
the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an
Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding
Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the
Purchase Agreement.




          b) Redemption Procedure. If any portion of the payment pursuant to an Optional
Redemption shall not be paid by the Company by the applicable due date, interest shall accrue
thereon at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted by
applicable law until such amount is paid in full. The Holder may elect to convert the outstanding
principal amount of this Debenture pursuant to Section 4 prior to actual payment in cash for any
redemption under this Section 6 by the delivery of a Notice of Conversion to the Company.



Section 7. Negative Covenants. As long as any portion of this Debenture remains
outstanding, unless the holders of at least a majority of the principal amount of the then
outstanding Debentures shall have otherwise given prior written consent, on or after the Original
Issue Date, the Company shall not (i) pay cash dividends or distributions on any equity securities






8









 







of the Company or (ii) other than Permitted Indebtedness, incur any indebtedness for borrowed money
of any kind.



Section 8. Mandatory Redemption. If any Mandatory Redemption Event occurs and
remains in effect for 10 consecutive Trading Days, at the Holder’s election as evidenced by written
notice to the Company, the Mandatory Default Amount shall be immediately due and payable in cash to
the Holder. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly
surrender this Debenture to or as directed by the Company.




Section 9. Miscellaneous.




          a) Notices. Any and all notices or other communications or deliveries to be provided
by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in
writing and delivered personally, by facsimile to the facsimile number of the Company set forth on
the signature page hereof, or sent by a nationally recognized overnight courier service addressed
to the Company at the address set forth above, or such other facsimile number or address as the
Company may specify for such purposes by notice to the Holder delivered in accordance with this
Section 9(a). Any and all notices or other communications or deliveries to be provided by the
Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a
nationally recognized overnight courier service addressed to each Holder at the facsimile number or
address of the Holder appearing on the books of the Company, or if no such facsimile number or
address appears on the books of the Company, at the principal place of business of such Holder, as
set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number set forth on the signature
pages attached hereto prior to 5:30 p.m. (Pacific time) on any date, (ii) the next Trading Day
after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that is not a Trading
Day or later than 5:30 p.m. (Pacific time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(iv) upon actual receipt by the party to whom such notice is required to be given.




          b) Pari Passu. This Debenture ranks pari passu with all other Debentures now or
hereafter issued under the terms set forth herein.




          c) Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or
destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost,
stolen or destroyed, but only upon receipt of an affidavit and indemnity agreement from the Holder
and evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, in
each case, reasonably satisfactory to the Company.







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          d) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Debenture shall be governed by and construed and enforced in accordance
with the internal laws of the State of California, without regard to the principles of conflict of
laws thereof. Each party agrees that all legal proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated by any of the Transaction Documents
(whether brought against a party hereto or its respective directors, officers, shareholders,
employees or agents) shall be commenced in the state and federal courts sitting in the City of San
Diego in the State of California (the “California Courts”). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the California Courts for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such California Courts, or such
California Courts are improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Debenture and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Debenture or the transactions contemplated
hereby. If any party shall commence an action or proceeding to enforce any provisions of this
Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or proceeding.




          e) Waiver. Any waiver by the Company or the Holder of a breach of any provision of
this Debenture shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Debenture. The failure of the Company or
the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions
shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture on any other occasion. Any
waiver by the Company or the Holder must be in writing.




          f) Severability. If any provision of this Debenture is invalid, illegal or
unenforceable, the balance of this Debenture shall remain in effect, and if any provision is
inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other
Persons and circumstances. If it shall be found that any interest or other amount deemed interest
due hereunder violates the applicable law governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or forgive the






10









 








Company from paying all or any portion of the principal of or interest on this Debenture as
contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this indenture, and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Holder, but will suffer and permit the execution of every such as though no such law
has been enacted.




          g) Next Business Day. Whenever any payment or other obligation hereunder shall be due
on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.




          h) Headings. The headings contained herein are for convenience only, do not
constitute a part of this Debenture and shall not be deemed to limit or affect any of the
provisions hereof.




          i) Amendments. This Debenture may be modified or amended or the provisions hereof
waived with the prior written consent of the Company and Holders holding Debentures at least equal
to a majority of the aggregate principal amount then outstanding under all Debentures.




*********************




(Signature Pages Follow)



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IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized
officer as of the date first above indicated.




	 	 	 	 	 
	 	LIFEVANTAGE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Carrie E. Carlander 	 
	 	 	Title:  	Chief Financial Officer, Secretary & Treasurer 	 
	 



Facsimile No. for delivery of Notices: (858) 430-5269




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ANNEX A




NOTICE OF CONVERSION




     The undersigned hereby elects to convert principal under the 8% Convertible Debenture due
November 18, 2011 of LifeVantage Corporation, a Colorado corporation (the “Company”), into
shares of common stock (the “Common Stock”), of the Company according to the conditions
hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably requested by the
Company in accordance therewith. No fee will be charged to the holder for any conversion, except
for such transfer taxes, if any.


(Complete each line below)




	 	 	 	 	 
	(1)
	 	Conversion Date:	 	 
	 
	 	 	 
	(2)
	 	Principal Amount of Debenture to be Converted:	 	 
	 
	 	 	 
	(3)
	 	Conversion Price:	 	$
	 
	 	 	 
	(4)
	 	Number of Conversion Shares to be Issued:	 	 
	 
	 	 	 
	(5)
	 	Principal Amount of Debenture After Conversion:	 	 
	 
	 	 	 
	(6)
	 	Address for Delivery of Conversion Shares:	 	 
	 
	 	 	 






	 	 	 	 	 
	 
	 	Holder: 
	 
	 
	 
	 	Signature:	 	 
	 
	 	 	 
	 
	 	Printed Name:	 	 
	 
	 	 	 
	 
	 	Title (if applicable):	 	 
	 
	 	 	 





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Schedule 1




CONVERSION SCHEDULE


The 8% Convertible Debentures due on November 18, 2011 in the aggregate principal amount of
$__________ are issued by LifeVantage Corporation, a Colorado corporation. This Conversion
Schedule reflects conversions made under Section 4 of the above referenced Debenture.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Amount	 	Aggregate Principal Amount	 	 
	of	 	of	 	Remaining	 	 
	Conversion	 	Conversion	 	Subsequent to Conversion	 	Company Attest






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