EX-10.1






SECURITIES PURCHASE AGREEMENT




This Securities Purchase Agreement (this “Agreement”) dated as of November 18, 2009 is entered
into by and among LifeVantage Corporation, a Colorado corporation (the “Company”), and each
purchaser identified on the signature pages hereto (each, including its successors and assigns, a
"Purchaser” and collectively the “Purchasers”).



RECITALS




Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated
thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally
and not jointly, desires to purchase from the Company, securities of the Company as more fully
described in this Agreement.



In consideration of the mutual covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and
each Purchaser agree as follows:



ARTICLE I




DEFINITIONS




1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the
following terms have the meanings set forth in this Section 1.1:



"Accredited Investor Questionnaire” means the accredited investor questionnaire, substantially
in the form attached hereto as Exhibit A, delivered by the Purchasers to the Company
hereunder.



"Affiliate” means any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such term is used in and
construed under Rule 405 promulgated under the Securities Act. With respect to a Purchaser, any
investment fund or managed account that is managed on a discretionary basis by the same investment
manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.



"Business Day” means Monday through Friday, excluding any day of the year on which banks are
required or authorized to close in the State of California.



"Closing” means the closing of the purchase and sale of the Securities pursuant to Section
2.1.



"Closing Date” means the Business Day on which all of the Transaction Documents have been
executed and delivered by the applicable parties thereto pursuant to Sections 2.2(a) and 2.2(b),
and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and
(ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or
waived.



"Common Stock” means the common stock of the Company, par value $0.001 per share.



"Debentures” means the 8% Convertible Debentures due November 18, 2011, substantially in the
form attached hereto as Exhibit B, issued by the Company to the Purchasers hereunder.



"Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



"Governmental Entity” means any foreign, federal, state, municipal or local government,
governmental, regulatory or administrative authority, agency, instrumentality or commission or any
United States court, tribunal, or judicial or arbitral body of any nature; or any United States
body exercising, or entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory or taxing authority or power of any nature.



"Person” means an individual, sole proprietorship, partnership, joint venture, trust,
unincorporated association, corporation, limited liability company, entity or Governmental Entity.



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



"SEC” means the United States Securities and Exchange Commission.



"Securities” means the Debentures, the Warrants and the Underlying Shares.



"Short Sales” include (i) all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and
indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and (ii) sales and other transactions through non-U.S. broker
dealers or foreign regulated brokers.



"Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for
Debentures and Warrants purchased at the Closing and as specified below such Purchaser’s name on
the signature page of this Agreement and next to the heading “Subscription Amount,” in United
States dollars in immediately available funds.



"Transaction Documents” means this Agreement, the Debentures, the Warrants, all exhibits and
schedules hereto and thereto and any other agreements executed in connection with the transactions
contemplated hereunder.



"Underlying Shares” means the shares of Common Stock issued and issuable upon conversion or
redemption of the Debentures and upon exercise of the Warrants.



"Warrants” shall mean the common stock purchase warrants, substantially in the form attached
hereto as Exhibit C, delivered to the Purchasers at the Closing in accordance with Section
2.2(b)(3)(C).



"Warrant Purchase Price” means the dollar amount equal to the quotient obtained by dividing
(i) a Purchaser’s Subscription Amount by (ii) $1,000.



ARTICLE II




PURCHASE AND SALE




2.1 The Debentures and Warrants; Closings.



(a) Issuance of Debentures. Subject to all of the terms and conditions hereof, the
Company agrees to sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to
purchase from the Company, a Debenture in the principal amount equal to the difference between (i)
the amount of such Purchaser’s Subscription Amount and (ii) the amount of such Purchaser’s Warrant
Purchase Price as the same shall be set forth on Schedule I attached hereto.



(b) Issuance of Warrants. Concurrently with the issuance of a Debentures to a
Purchaser, the Company will issue to such Purchaser a Warrant registered in the name of such
Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the quotient
obtained by dividing such Purchaser’s Subscription Amount by $0.20. In consideration for the
issuance of the Warrants to the Purchasers, at the applicable Closing, such Purchaser shall pay to
the Company such Purchaser’s Warrant Purchase Price as the same shall be set forth on Schedule
I attached hereto.



(c) Closing. Each purchase and sale of the Debentures and Warrants shall take place
at a Closing to be held at such time and location as the Company and the Purchasers participating
in such Closing shall mutually agree and upon satisfaction of the covenants and conditions set
forth in Section 2.2. At each Closing, each Purchaser participating in such Closing shall deliver
to the Company via wire transfer or a certified check of immediately available funds equal to such
Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such
Purchaser, and the Company shall deliver to such Purchaser its respective Debenture and Warrant as
determined pursuant to Sections 2.1(a) and 2.1(b) above and as shall be set forth on Schedule
I attached hereto. In addition, at each Closing, the Company and each Purchaser shall deliver
the items set forth in Section 2.2 deliverable at a Closing. At each Closing, the Company shall
update the Schedule of Purchasers attached as Schedule I hereto to identify the relevant
Closing Date and list the name and address for each Purchaser participating in such Closing,
together with such Purchaser’s Subscription Amount and the allocation thereof, which update shall
not require any formal amendment hereunder pursuant to Section 5.5.



2.2 Closing Conditions.



(a) The obligations of the Company to a Purchaser hereunder in connection with a Closing are
subject to the following conditions being met, to the extent not waived by the Company in writing:




(1) the accuracy in all respects when made and on such Closing Date of the
representations and warranties of such Purchaser contained herein;




(2) all obligations, covenants and agreements of such Purchaser required to be
performed at or prior to such Closing Date shall have been performed; and




(3) the Company shall have received:




(A) this Agreement duly executed by such Purchaser;




(B) the full amount of such Purchaser’s Subscription Amount by wire
transfer to the account specified in writing by the Company; and




(C) the Accredited Investor Questionnaire completed and duly executed
by such Purchaser.



(b) The respective obligations of the Purchasers hereunder in connection with a Closing are
subject to the following conditions being met to the extent not waived by such Purchaser:




(1) the accuracy in all material respects (except to the extent that such
representations and warranties are qualified by materiality, material adverse
effect, or words of like effect, in which case such representations and warranties
shall be true in all respects) when made and on such Closing Date of the
representations and warranties of the Company contained herein;




(2) all obligations, covenants and agreements of the Company required to be
performed at or prior to such Closing Date shall have been performed; and




(3) such Purchaser shall have received:




(A) this Agreement duly executed by the Company;




(B) a Debenture in principal amount calculated as set forth in Section
2.1(a) and as shall be set forth on Schedule I attached hereto,
registered in the name of such Purchaser;




(C) a Warrant registered in the name of such Purchaser to purchase the
number of shares of Common Stock as set forth in such Warrant; and




(D) a certificate signed by the Company’s Chief Executive Officer or
Chief Financial Officer, in such Person’s capacity as an officer of the
Company, to the effect that the representations and warranties of the
Company in Section 3.1 are true and correct in all material respects (except
to the extent that such representations and warranties are qualified by
materiality, material adverse effect, or words of like effect, in which case
such representations and warranties shall be true in all respects) as of,
and as if made on, the date of this Agreement and as of such Closing Date
and that the Company has satisfied in all material respects all of the
conditions set forth in this Section 2.2(b); provided, however, that the
foregoing certificate shall not be required if such Closing Date occurs on
the date of this Agreement.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




3.1 Representations and Warranties of the Company. The Company hereby represents and
warrants as of the date hereof and as of the applicable Closing Date to each Purchaser as follows:



(a) Organization and Qualification. The Company is an entity duly organized, validly
existing and in good standing under the laws of the State of Colorado and has all requisite
corporate power and authority to perform its obligations under this Agreement. The Company is duly
qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the
case may be, would not result in (i) a material adverse effect on the business of the Company taken
as a whole, or (ii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document.



(b) Authorization. The execution, delivery and performance by the Company of this
Agreement and each other Transaction Document to which it is a party and each of the transactions
contemplated hereby or thereby have been duly and validly authorized by the Company, and no other
corporate act or proceeding on the part of the Company, its board of directors or its stockholders
is necessary to authorize the execution, delivery or performance by the Company of this Agreement
or any Transaction Document to which it is a party or the consummation of any of the transactions
contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Company
and this Agreement constitutes, and the other Transaction Documents upon execution and delivery by
the Company will each constitute, a valid and binding obligation of the Company, enforceable
against the Company in accordance with their respective terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.



(c) No Conflict. The execution, delivery and performance by the Company of this
Agreement and the Transaction Documents to which it is a party and the consummation of each of the
transactions contemplated hereby or thereby will not (i) violate or conflict with the certificate
of incorporation or bylaws of the Company, (ii) violate, conflict with, result in any material
breach of, constitute a default under, result in the termination of, result in the acceleration of
any obligations under, result in a material change in terms of, create in any party the right to
accelerate, terminate, modify or cancel, or require any consent or notice under, or create an event
that, with the giving of notice or the lapse of time, or both, would be a default under or material
breach of, any judgment, order, writ, injunction, decree or demand of any Governmental Entity that
materially affects the ability of the Company to perform its obligations under this Agreement;
(iii) result in the creation or imposition of any Lien upon any assets or any of the equity of the
Company, or which affects the ability to conduct its business as conducted prior to the date of
this Agreement or perform its obligations under this Agreement; (iv) require any declaration,
filing or registration with, or authorization, consent or approval of, exemption or other action by
or notice to, any Governmental Entity or other Person under the provisions of any law or any
agreement to which the Company is subject other than the filing of a Form D with the SEC and such
filings as are required to be made under applicable state securities laws.



(d) Legal Proceedings. There is no action, claim, suit or proceeding pending by or
against the Company that challenges or may have the effect of preventing, delaying, making illegal
or otherwise interfering with the execution and delivery by the Company of this Agreement or any of
the Transaction Documents to which it is a party or the performance of the Company hereunder or
thereunder or which would, if such action, claim, suit or proceeding were adversely determined,
result in (i) a material adverse effect on the business of the Company taken as a whole, or (ii) a
material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document.



(e) Issuance of Securities. The Securities are duly authorized and, when issued and
paid for in accordance with the applicable Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.



(f) SEC Reports. The Company has filed all reports, schedules, forms, statements and
other documents required to be filed by the Company under the Securities Act and the Exchange Act,
including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2009 (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, the SEC Reports (i) were complete and accurate in all
material respects and (ii) complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable.



(g) Preemptive and Other Rights. Other than the rights afforded to the purchasers of
the Company’s securities offered pursuant to a unit subscription agreement and an amendment to the
unit subscription agreement dated March 30, 3009, no Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.



(h) Financial Statements. The audited consolidated financial statements of the
Company (including the notes thereto) included in the Annual Report on Form 10-K filed by the
Company with the SEC on September 28, 2009, fairly present, in all material respects, the assets,
liabilities and consolidated financial position of the Company as of the dates indicated and the
results of operations for the periods then ended.



(i) Private Placement. Assuming the accuracy of each Purchaser’s representations and
warranties set forth in Section 3.2, no registration under the Securities Act is required for the
offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.



3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and as of the
applicable Closing Date to the Company as follows:



(a) Organization; Authority. Such Purchaser, if not a natural person, is an entity
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate or partnership power and authority to enter into and to
consummate the transactions contemplated by the Transaction Documents and otherwise to carry out
its obligations hereunder and thereunder, and the execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction
Documents have been duly authorized by all necessary corporate or similar action on the part of
such Purchaser. Each Transaction Document to which it is a party has been duly executed by such
Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will
constitute the valid and legally binding obligation of such Purchaser, enforceable against it in
accordance with its terms, except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.



(b) Own Account. Such Purchaser (i) understands that the Securities are “restricted
securities” and have not been registered under the Securities Act or any applicable state
securities law (ii) is acquiring the Securities as principal for its own account and not with a
view to or for distributing or reselling such Securities (within the meaning of Section 2(11) of
the Securities Act) or any part thereof in violation of the Securities Act or any applicable state
securities law, (iii) has no present intention of distributing any of such Securities in violation
of the Securities Act or any applicable state securities law and (iv) has no direct or indirect
arrangement or understandings with any other Persons to distribute or regarding the distribution of
such Securities (this representation and warranty not limiting such Purchaser’s right to sell the
Securities in compliance with applicable federal and state securities laws).



(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was,
and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the
Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section
15 of the Exchange Act.



(d) Residency. Such Purchaser’s principal executive offices (or residence, in the
case of a Purchaser that is an individual) are in the jurisdiction set forth in the Accredited
Investor Questionnaire.



(e) Experience of Such Purchaser. Such Purchaser, either alone or together with its
representatives (who are unaffiliated with and who are not compensated by the Company or any
Affiliate of the Company and who are not selling agents of the Company), has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment. Such Purchaser is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a complete loss of such
investment.



(f) No Representations. Such Purchaser confirms that neither the Company nor any of
its authorized agents has made any representation or warranty to such Purchaser about the Company
or the Securities other than those set forth in this Agreement, and that such Purchaser has not
relied upon any other representation or warranty, express or implied, in connection with the
transactions contemplated by this Agreement.



(g) Investment Risks. Such Purchaser acknowledges and is aware that: (i) there are
substantial restrictions on the transferability of the Securities, (ii) the Securities will not be,
and such Purchaser does not have the right to require that the Securities be, registered under the
Securities Act; and (iii) the certificates representing the Securities shall bear a legend similar
to the legend set out in Section 4.1.



(h) Opportunity to Ask Questions. During the course of the transaction contemplated
by this Agreement, and before acquiring the Securities, such Purchaser has had the opportunity (i)
to be provided with financial and other written information about the Company, and (ii) to ask
questions and receive answers concerning the business of the Company and its finances. Such
Purchaser has, to the extent it has availed itself of this opportunity, received satisfactory
information and answers.



(i) General Solicitation. Such Purchaser is not purchasing the Securities as a result
of any advertisement, article, notice or other communication regarding the Securities published in
any newspaper, magazine or similar media or broadcast over television or radio or presented at any
seminar or meeting or, to its knowledge, in any other form of general solicitation or general
advertisement.



(j) Investor Questionnaire. The Accredited Investor Questionnaire completed by such
Purchaser is accurate, true and complete in all respects.



(k) No Governmental Review. Such Purchaser understands that no Governmental Entity
has passed on or made any recommendation or endorsement of the Securities or the fairness or
suitability of the investment in the Securities nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.



(l) Regulation M. Such Purchaser is aware that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with
respect to the Common Stock by the Purchasers.



(m) Brokers and Finders. No Person will have, as a result of the transactions
contemplated by this Agreement, any valid right, interest or claim against or upon the Company or
such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of such Purchaser.



(n) Certain Trading Activities. Other than with respect to the transactions
contemplated herein, since the time that such Purchaser was first contacted regarding the
transactions contemplated hereby until the date hereof, neither such Purchaser nor any Affiliate of
such Purchaser that (i) had knowledge of the transactions contemplated hereby, (ii) has or shares
discretion relating to such Purchaser’s investments or trading or information concerning such
Purchaser’s investments, including in respect of the Securities, and (iii) is subject to such
Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively,
"Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or
pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to
effect any transactions in the securities of the Company (including any Short Sales involving the
Company’s securities).



(o) Reliance by the Company. Such Purchaser understands that the foregoing
representations and warranties are to be relied upon by the Company as a basis for exemption of the
sale of the Securities under the Securities Act and under the securities laws of all applicable
states and for other purposes.



ARTICLE IV




OTHER AGREEMENTS OF THE PARTIES




4.1 Transfer Restrictions.



(a) The Securities may only be disposed of in compliance with state and federal securities
laws. In connection with any transfer of Securities other than pursuant to an effective
registration statement or in compliance with Rule 144 or to the Company, the Company may require
the transferor thereof to provide to the Company, at the transferor’s sole expense, an opinion of
counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer
does not require registration of such transferred Securities under the Securities Act and such
transfer is in compliance with applicable state securities laws. As a condition of transfer, any
such transferee shall agree in writing to be bound by the terms of this Agreement and shall have
the rights of a Purchaser under this Agreement.



(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a
legend on any certificate representing any of the Securities in the following form:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) 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 COMMISSION PURSUANT THERETO. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT 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. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER’S OWN ACCOUNT
FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.



4.2 Securities Laws Disclosure; Publicity. The Company shall have sole control over
any press release, public announcement, statement or acknowledgment with respect to this Agreement
and the consummation of the transactions contemplated herein.



4.3 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect
to the Securities as required under Regulation D. The Company shall take such action as the Company
shall reasonably determine is necessary to obtain an exemption for or to qualify the Securities for
sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states
of the United States.



ARTICLE V




MISCELLANEOUS




5.1 Termination. This Agreement may be terminated by either the Company or any
Purchaser (as to such Purchaser’s obligations hereunder only and without any effect whatsoever on
the obligations between the Company and the other Purchasers), by written notice to the other
parties, if a Closing hereunder has not been consummated on or before November 30, 2009; provided,
however, that such termination will not affect the right of any party to sue for any breach by the
other party (or parties) and provided that this ARTICLE V shall survive the termination of this
Agreement and shall remain in full force and effect.



5.2 Fees and Expenses. Each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in
connection with the delivery of any Securities to the Purchasers.



5.3 Entire Agreement. This Agreement and the other Transaction Documents contain the
entire understanding of the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, oral or written, with respect to such matters, which the
parties acknowledge have been merged into such documents, exhibits and schedules.



5.4 Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and shall be sufficiently given if (a) delivered personally or (b)
sent by registered or certified mail, postage prepaid, or (c) sent by overnight courier with a
nationally recognized courier, or (d) sent via facsimile confirmed in writing in any of the
foregoing manners, as set forth on the signature pages attached hereto if delivered to Purchasers,
or as follows if delivered to the Company:



LifeVantage Corporation



11545 West Bernardo Court, Suite 301



San Diego CA 92127



Attention: Carrie E. Carlander



Fax: (858) 430-5269



With a copy to: Sheppard Mullin Richter & Hampton, LLP



12275 El Camino Real, Suite 200



San Diego, CA 92130-2006



Attention: Kirt Shuldberg



Fax: 858.523.6712



If sent by mail, notice shall be considered delivered five Business Days after the date of mailing,
and if sent by any other means set forth above, notice shall be considered delivered upon receipt
thereof. Any party may by notice to the other parties change the address or facsimile number to
which notice or other communications to it are to be delivered or mailed.



5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the
Company and Purchasers holding Debentures representing a majority of the aggregate principal amount
then outstanding of the Debentures then held by Purchasers or, in the case of a waiver, by the
party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right.



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



5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns (including by merger, share
exchange or other similar corporate reorganization or similar transaction).



5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person.



5.9 Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of the Transaction Documents 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
conflicts of law 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 Agreement 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 Agreement or any other
Transaction Document or the transactions contemplated hereby or thereby.



5.10 Survival. The representations and warranties of the Company and each Purchaser
shall survive the Closing and the delivery of the Securities for the applicable statute of
limitations.



5.11 Counterparts. This Agreement may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. Facsimile and PDF signatures shall be
treated as if they were originals.



5.12 Severability. If any term or provision of this Agreement or the application
thereof to any circumstance shall, in any jurisdiction, be invalid or unenforceable, such term or
provision shall be ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable such term or provision in any
other jurisdiction, the remaining terms and provisions of this Agreement or the application of such
terms and provisions to circumstances other than those as to which it is held invalid or
enforceable.



5.13 Remedies. In addition to being entitled to exercise all rights provided herein
or granted by law, including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under this Agreement. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained
in the Transaction Documents and hereby agrees to waive and not to assert in any action for
specific performance of any such obligation the defense that a remedy at law would be adequate.



5.14 Independent Nature of Purchasers’ Obligations and Rights; Separate Counsel. The
obligations of each Purchaser under this Agreement are several and not joint with the obligations
of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or
non-performance of the obligations of any other Purchaser under this Agreement or any other related
agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall
be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Purchasers are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to independently protect and enforce its rights, including the
rights arising out of this Agreement or out of any related agreement, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
Each Purchaser acknowledges and agrees that such Purchaser has been represented by its own separate
legal counsel in their review and negotiation of the Agreement.



5.15 Attorney’s Fees. In any proceeding arising out of this Agreement, including with
respect to any instrument, document or agreement made under or in connection with this Agreement,
the prevailing party shall be entitled to recover its costs and actual attorneys’ fees. As used in
this Agreement, “actual attorneys’ fees” shall mean the full and actual cost of any legal services
actually performed in connection with the matters involved, calculated on the basis of the usual
hourly fees charged by the attorneys performing such services.



5.16 Construction. This Agreement has been negotiated by the parties and is to be
interpreted according to its fair meaning as if the parties had prepared it together and not
strictly for or against any party. For purposes of this Agreement, (a) the words “include,”
“includes” and “including” shall be deemed to be followed by the words “without limitation”; (b)
the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and
“hereunder” refer to this Agreement as a whole. Currency amounts referenced herein, unless
otherwise specified, are in U.S. dollars. Unless the context otherwise requires, references herein:
(i) to the masculine, feminine or neuter gender includes others (ii) to articles, sections,
schedules and exhibits are to articles, sections, schedules and exhibits of or to this Agreement;
(iii) to an agreement, instrument or other document means such agreement, instrument or other
document as amended, supplemented and modified from time to time to the extent permitted by the
provisions thereof and (iv) to a statute means such statute as amended from time to time and
includes any successor legislation thereto and any regulations promulgated thereunder.



[Signature Pages Follow]





1






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.




LifeVantage Corporation,


a Colorado corporation




By:

Name:

Title:




[Signature Pages For Purchasers Follow]





2






IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.



	 
	Name of Purchaser:

	Signature of Authorized Signatory of Purchaser:

	Name of Authorized Signatory:

	Title of Authorized Signatory:

	Facsimile Number of Purchaser:

	Address for Notice of Purchaser:

	Address for Delivery of Securities for Purchaser (if not same as address for

notice):

	Subscription Amount:

	Warrants:

	EIN Number:







3




SCHEDULE I

SCHEDULE OF INVESTORS

[Date of Closing]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Subscription
	 	 	Warrant Purchase	 	Principal Amount of	 	 
	Investor Name and Address	 	Price	 	Debenture	 	Amount
	[Name].

[Address]

	 	



	 	



	 	




	[Name].

[Address]

	 	



	 	



	 	




	Total:

	 	$	 		 	$	 		 	$	 	







4