RESTATED 8% CONVERTIBLE DEBENTURE DUE NOVEMBER 18, 2011Convertible Security Agreement • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations • California
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”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations • California
This Amended and Restated Securities Purchase Agreement (this “Agreement”) dated as of December 11, 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”).
SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations • California
This Scientific Advisory Board Agreement (“Agreement”) is by and between Joe McCord, M.D., (“Consultant”) and LifeVantage Corporation (the “Company”), effective as of October 1, 2009, the (“Effective Date”). Company and Consultant may be referred to herein individually as a “Party” and together as the “Parties.”
SETTLEMENT AGREEMENTSettlement Agreement • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations • Utah
This Settlement Agreement (“Agreement”) is entered into and is effective as of December ___, 2009 by and between (1) Zrii, LLC, a Delaware limited liability company, and (2) William F. Farley, an individual, on the one hand, and (3) Lifevantage Corporation, a Colorado corporation, (4) Wellness Acquisition Group, a Delaware corporation, (5) Former Zrii Executives (as that term is defined herein), and (6) Former Zrii Independent Executives (as that term is defined herein), on the other hand (hereinafter, Zrii, LLC, William F. Farley, Lifevantage Corporation, Wellness Acquisition Group, the Former Zrii Executives, and the Former Zrii Independent Executives are sometimes referred to collectively as the “Parties,” and individually as a “Party.”)
LIFEVANTAGE CORPORATION AMENDMENT TO DEBENTURES AND WARRANTSDebentures and Warrants Amendment • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations • Colorado
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.
FIRST AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENTChief Executive Officer Employment Agreement • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations
This First Amendment to the Chief Executive Employment Agreement (“Amendment”) is entered into on December 15, 2009 with effect as of December 1, 2009 by and between LifeVantage Corporation, a Colorado corporation (the “Company”), and DAVID W. BROWN (“Employee”), with respect to the following facts:
AMENDMENT TO AND ACKNOWLEDGEMENT OF CANCELLATION OF PROMISSORY NOTE AGREEMENTPromissory Note Amendment • February 16th, 2010 • Lifevantage Corp • Pharmaceutical preparations
This Amendment to and Acknowledgement of Cancellation of Promissory Note Agreement (this “Agreement”) is dated as of February 4, 2010 and entered into by and between Lifevantage Corporation, a Colorado corporation (the “Company”), and C. Mike Lu (“Holder”).
