exv4w3





EXHIBIT
4.3




LIFEVANTAGE CORPORATION

AMENDMENT TO

DEBENTURES AND WARRANTS




     This Amendment to the Warrants and Debentures (this “Amendment”), is made and entered
into as of December 11, 2009, by and among Lifevantage Corporation (the “Company”)
and each of those persons (each a “Purchaser” and collectively the “Purchasers”)
who invested in the Company pursuant to that certain Securities Purchase Agreement initially dated
as of November 18, 2009 (the “Purchase Agreement”). The financing transaction contemplated
by the Purchase Agreement is referred to herein as the “Financing Transaction.”
Capitalized terms not defined herein shall have the meaning ascribed to them in the Debentures and
Warrants, as appropriate.



WITNESSETH:




     Whereas, pursuant to the Purchase Agreement, the Company issued and sold to the
Purchasers 8% convertible debentures with an original conversion price of $0.20 (the
“Debentures”) and warrants to purchase shares of Common Stock of the Company at an exercise
price of $0.50 per share (the “Warrants”);



     Whereas, Section 9(i) of the Debentures provide that any term may be amended with the
prior written consent of the Company and the holders of at least a majority of the aggregate
principal amount then outstanding under the Debentures (the “Required Debenture Holders”);



     Whereas, Section 6.6 of the Warrants provide that any term may be amended with the
prior written consent of the Company and the Holder (the “Required Warrant Holders,”
together with the Required Debenture Holders, the “Required Purchasers”);



     Whereas, the Company and the Required Purchasers desire to amend the Warrants and
Debentures to modify the definition of “Exempt Issuance” and as otherwise set forth herein;



     Whereas, the Company and the Purchasers are also entering into an amended and
restated Purchase Agreement of even date herewith (the “Amended and Restated Purchase
Agreement”) in connection with this Amendment and in contemplation of the next closing of the
Financing Transaction; and



     Whereas, the Required Purchasers desire to be bound by the terms and conditions of
the Amended and Restated Purchase Agreement and have provided the Company with a signed copy of the
Amended and Restated Purchase Agreement.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:



     1. Amendment to Debentures.  A new section (e) is hereby added to the definition of
“Excluded Securities” in Section 1 of the Debentures, which shall read in full as follows:



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    (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.



     2. Amendments to Warrants. 



          2.1 Definitions. A new section (e) is hereby added to the definition of
“Excluded Securities” in Section 5 of the Warrants, which shall read in full as follows:





    (e) shares of Common Stock issued pursuant to the anti-dilution
provisions contained in the restated warrants and restated 8%
convertible debentures, 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.



          2.2 Amendments. Section 6.6 of the Warrants is hereby amended and restated
to read in full as follows:





    “6.6 Amendments. This Warrant may be modified or amended
or the provisions hereof waived with the prior written consent of
the Company and Holders holding Warrants issued pursuant to the
Purchase Agreement representing at least a majority of the shares of
Common Stock then issuable upon exercise of all such Warrants then
outstanding.”



     3. Miscellaneous.



          3.1 Governing Law. This Amendment shall be governed by, and construed in
accordance with the laws of the State of Colorado applicable to contracts executed in and to
be performed in that state, without reference to conflict of laws principles thereof.







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          3.2 Headings; Interpretation. The descriptive headings contained in this
Amendment are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Amendment.




          3.3 Counterparts. This Amendment may be executed and delivered (including by
facsimile or other electronic transmission) in any number of counterparts, and by the
different parties hereto in separate counterparts, each of which when executed and delivered
shall be deemed to be an original but all of which taken together shall constitute one (1) and
the same agreement.




          3.4 Continuation of Debentures and Warrants. Except as expressly modified by
this Amendment, the Debentures and Warrants shall continue to be and remain in full force and
effect in accordance with their terms. Any future reference to the Debentures and Warrants
shall be deemed to be a reference to the Debentures and Warrants as modified by this
Amendment.









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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first
above written.



	 	 	 	 	 
	 	COMPANY:



LIFEVANTAGE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	Carrie E. Carlander 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	PURCHASER:

 	 
	 	By:  	 	 
	 	 	Print:  	
 	 
	 	 	Title:  	
 	 
	 



[Signature Page to Amendment to Debentures and Warrants]