exv4w5




EXHIBIT
4.5




LIFEVANTAGE CORPORATION

RESTATED WARRANT



NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED WITH THE SEC UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION
AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE SEC PURSUANT THERETO. NEITHER THIS
WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED OR
QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED
STATES (THE “BLUE SKY LAWS”), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR
QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. THIS WARRANT HAS BEEN
ACQUIRED FOR THE HOLDER’S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE
OR DISTRIBUTION.



NO: CDW-___





	 	 	 
	Warrant Shares:     [_____________]
	 	Effective Date: November 18, 2009







THIS CERTIFIES THAT, for value received, ___________ (“Holder”) is entitled, subject to the
terms and conditions of this Warrant, to purchase from LifeVantage Corporation, a Colorado
corporation (“Company”), up to _________ shares of Common Stock (such shares and all other
shares issued or issuable pursuant to this Warrant referred to hereinafter as “Warrant Shares”) at
a purchase price of $0.50 per share (the “Exercise Price”).



1. Term. This Warrant is exercisable at the option of the Holder, at any time or from
time to time, in whole or in part (but not for a fraction of a share), at any time following the
Effective Date and before 5:30 P.M. San Diego, California time on the earlier to occur of (a) the
five year anniversary of the Effective Date or (b) (i) the closing of a merger or consolidation of
the Company with or into another corporation where the Company is not the surviving corporation, or
a reverse triangular merger in which the Company is the surviving entity but the shares of the
Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or otherwise, or (ii) the
closing of the sale of all or substantially all of the properties and assets of Company, unless the
Company’s shareholders of record prior to such acquisition or sale shall hold at least fifty
percent (50%) of the voting power of the acquiring or surviving entity immediately after the
acquisition or sale (the earlier to occur of (a) or (b), the “Expiration Date ”). At least ten
(10) days prior to the occurrence of an event specified in (b) of this Section 1, the Company shall
send to Holder notice of such event and that Holder’s rights under this Warrant shall terminate
upon the occurrence of such event; provided that if the Company sends such notice less than ten
(10) days prior to the occurrence of such event, Holder’s right to exercise this Warrant shall be
extended for a period of five (5) days after the date of the notice, after which time Holder’s
rights under this Warrant shall terminate.




2. Exercise.




     2.1 Payment. Subject to compliance with the terms and conditions of this Warrant and
applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from
time to time, from and after the Effective Date and on or before the Expiration Date by delivery
of:



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	 	(a)	 	a Notice of Exercise duly executed by the Holder to the Company at its
principal office,
	 
	 	(b)	 	this Warrant to the Company at its principal office, and
	 
	 	(c)	 	payment in cash, by check or by wire transfer of an amount equal to
the product obtained by multiplying the number of shares of Warrant Shares
being purchased upon such exercise by the then effective Exercise Price.





     2.2 Cashless Exercise. In lieu of the payment methods set forth in Section 2.1(c),
this Warrant may also be exercised, in whole or in part at any time or from time to time, from and
after the one year anniversary of the Effective Date and on or before the Expiration Date, by means
of a “cashless exercise” in which Holder shall be entitled to receive a certificate for the number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:




	 	(A)	=  	the Fair Market Value of one share of Common Stock on the
Trading Day immediately preceding the Exercise Date
	 
	 	(B)	=  	the Exercise Price of one share of Warrant Shares (as
adjusted to the date of such calculation)
	 
	 	(X)	=  	the number of Warrant Shares purchasable under this Warrant
or, if only a portion of this Warrant is being exercised, the
portion of this Warrant being canceled (at the date of such
calculation)




If the Holder elects to exercise this Warrant as provided in this Section 2.2, the Holder shall
tender this Warrant for the amount being exercised, along with a Notice of Exercise duly executed
by the Holder, to the Company at its then principal office, and the Company shall issue to the
Holder the number of Warrant Shares computed using the formula above. Notwithstanding anything to
the contrary herein, this Warrant may not be exercised on a cashless exercise basis if a
registration statement registering the resale of the Warrant Shares issuable upon such exercise is
effective as of the Exercise Date.




     2.3 Stock Certificates; Fractional Shares. As soon as practicable on or after any
date of exercise of this Warrant pursuant to this Section 2, the Company shall issue and deliver to
Holder a certificate or certificates for the number of whole shares of Warrant Shares issuable upon
such exercise, together with cash in lieu of any fraction of a share equal to such fraction of the
current Fair Market Value of one whole share of Warrant Shares as of the date of exercise of this
Warrant. No fractional shares or scrip representing fractional shares shall be issued upon an
exercise of this Warrant.



     2.4 Partial Exercise; Effective Date of Exercise. In case of any partial exercise of
this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares of Warrant Shares
purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date of its surrender for exercise as provided above. Holder shall be
treated for all purposes as the holder of record of the Warrant Shares to which it is entitled upon
exercise of this Warrant as of the close of business on the date the Holder is deemed to have
exercised this Warrant.



     2.5 Exercise Price Adjustment. The Exercise Price in effect at any time and the
number of Warrant Shares purchased upon the exercise of this Warrant shall be subject to adjustment
from time to time only upon the happening of the following events:



          (a) Stock Dividends and Stock Splits. If the Company, at any time while
this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or
distributions






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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 Exercise 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 2.5(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 Warrant 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 a price per
share that is lower than $0.20 (as adjusted for any events described in Section 2.5(a)) (such
lower price, the “Base Exercise Price”), then the Exercise Price shall be reduced to equal the
product of (i) the then current Exercise Price multiplied by (ii) the quotient obtained by dividing
the Base Exercise Price by 0.20 (as adjusted for any events described in Section 2.5(a)).
Notwithstanding anything to the contrary in this Section 2.5(b), in no event shall the Exercise
Price be reduced to less than $0.25 (as adjusted for any events described in Section 2.5(a)) as a
result of any adjustment to the Exercise Price pursuant to this Section 2.5(b).




          (c) Calculations. All calculations under this Section 2.5 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 2.5, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date 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 Exercise Price. Whenever the
Exercise Price is adjusted pursuant to any provision of this Section 2.5, the Company shall
promptly deliver to the Holder a notice setting forth the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.



3. Valid Issuance; Taxes. All shares of Warrant Shares issued upon the exercise of this
Warrant shall be validly issued, fully paid and non-assessable; provided that Holder shall pay all
taxes and other governmental charges that may be imposed in respect of the issue or delivery
thereof. The Company shall not be required to pay any tax or other charge imposed in connection
with any transfer involved in the issuance of any certificate for shares of Warrant Shares in any
name other than that of the Holder, and in such case the Company shall not be required to issue or
deliver any stock certificate or security until such tax or other charge has been paid, or it has
been established to the Company’s satisfaction that no tax or other charge is due.



4. Restrictions On Transfer. This Warrant and the Warrant Shares are subject to transfer
restrictions as set forth in the Purchase Agreement. The Holder, by acceptance hereof, agrees that,
it shall not Transfer any or all of this Warrant or Warrant Shares, as the case may be, except in
compliance with the provisions set forth in the Purchase Agreement.



5. Definitions: For the purposes hereof, (i) capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Amended and Restated Securities
Purchase Agreement dated November 18, 2009 by and among the Company and the purchasers signatory
thereto (the
“Purchase Agreement”) and (ii) in addition to the terms defined elsewhere in this Warrant, the
following terms shall have the following meanings:





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     “Effective Date” means the date first set forth above.



     “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 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 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.



     “Exercise Date” means, in the case of an exercise pursuant to Section 2.1, the date on which
the aggregate Exercise Price is received by the Company, together with delivery of the Notice of
Exercise and this Warrant, in accordance with Section 2.1, and, in the case of an exercise pursuant
to Section 2.2, the date on which the Notice of Exercise and this Warrant are delivered to the
Company in accordance with Section 2.2.



     “Fair Market Value” of a share of Common Stock as of a particular date means:




	 	(a)	 	If the Common Stock is then listed or quoted on a Trading Market, the
Fair Market Value shall be deemed to be the average of the closing price of the
Common Stock on such Trading Market over the 10 Trading Days ending on the
Trading Day immediately prior to the Exercise Date;
	 
	 	(b)	 	If the Common Stock is not then quoted or listed on a Trading Market
and if prices for the Common Stock are then reported in the “Pink Sheets”
published by Pink Sheets, LLC (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of
the Common Stock so reported; and
	 
	 	(c)	 	If the Common Stock is not then quoted or listed on a Trading Market
and if prices for the Common Stock are not then reported in the “Pink Sheets,”
the Fair 




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	 	 	 	Market Value shall be the value thereof, as agreed upon by the Company
and the Holder; provided, however, that if the Company and the Holder cannot
agree on such value, such value shall be determined by an independent valuation
firm experienced in valuing businesses such as the Company and jointly selected
in good faith by the Company and the Holder. Fees and expenses of the
valuation firms shall be paid equally by the Company and the Holder.





     “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.



     “Notice of Exercise” means the form of notice of exercise attached hereto as Exhibit
A.



     “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).



     “Transfer” means any sale, assignment, transfer, conveyance, pledge, hypothecation or other
disposition, voluntarily or involuntarily, by operation of law, with or without consideration, or
otherwise (including by way of intestacy, will, gift, bankruptcy, receivership, levy, execution,
charging order or other similar sale or seizure by legal process).



     “Warrant” means this Restated Warrant and any warrant delivered in substitution or exchange
therefor as provided herein.



6. Miscellaneous.




     6.1 Notices. Any and all notices or other communications or deliveries to be provided
by the Holder hereunder 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 6.1. 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 the 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 the 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)



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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.




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



     6.3 Waiver. Any waiver by the Company or the Holder of a breach of any provision of
this Warrant 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 Warrant. The failure of the Company or
the Holder to insist upon strict adherence to any term of this Warrant 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 Warrant on any other occasion. Any waiver
by the Company or the Holder must be in writing.



     6.4 Severability. If any provision of this Warrant is invalid, illegal or
unenforceable, the balance of this Warrant 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.



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



     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.



     6.7 Saturdays, Sundays and Holidays. If the Expiration Date falls on any day that is
not a Trading Day, the Expiration Date shall automatically be extended until 5:30 P.M. the next
Trading Day.



[Signature Page Follows]






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     IN WITNESS WHEREOF, the undersigned duly authorized representative of the Company has executed
this Warrant as of the day and date first written above.



	 	 	 	 	 
	 	LifeVantage Corporation

 	 
	 	By:  	 	 
	 	 	Carrie E. Carlander

Chief Financial Officer, Secretary &

Treasurer 	 
	 	 	 	 	 
	 	Agreed
and Accepted:

Holder:

 	 
	 	 	 








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EXHIBIT A




NOTICE OF EXERCISE



(To be executed upon exercise of Warrant)


TO: LIFEVANTAGE CORPORATION





	1.	 	The undersigned hereby elects to purchase _______ Warrant Shares of 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. If said number of Warrant Shares shall
not be all the Warrant Shares purchasable under the attached Warrant, a new Warrant is to be
issued in the name of the undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.
	 
	2.	 	Payment shall take the form of (check applicable box):






	 	 	 	o in lawful money of the United States; or
	 
	 	 	 	o the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in Section 2.2, to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in Section 2.2.






	 	 	 	 	 
	Date: 
	Holder
 	 
	 	By:  	
 	 
	 	Its: