*	The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $40,000,000 in aggregate shares of common stock of LifeVantage Corporation at purchase price not greater than $2.80 per share and not less than $2.45 per share in cash.

**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $136.40 per million dollars of the value of the transaction.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

o	third-party tender offer subject to Rule 14d-1.

x	issuer tender offer subject to Rule 13e-4.

o	going-private transaction subject to Rule 13e-3.

o	amendment to Schedule 13D under Rule 13d-2.

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ITEM 1.	Summary Term Sheet.

ITEM 2.	Subject Company Information.

ITEM 3.	Identity and Background of Filing Person.

ITEM 4.	Terms of the Transaction.

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ITEM 5.	Past Contacts, Transactions, Negotiations and Agreements.

ITEM 6.	Purposes of the Transaction and Plans or Proposals.

ITEM 7.	Source and Amount of Funds or Other Consideration.

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ITEM 12.	Exhibits.

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ITEM 13.	Information Required by Schedule 13E-3.

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•	if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you;

•	if you hold Shares in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, certificates for your Shares and any other documents required by the Letter of Transmittal, to Computershare, the Depositary for the Offer;

•	if you are an institution participating in The Depository Trust Company, tender your Shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or

•	if you are a holder of vested stock options to purchase Shares under the Company’s equity compensation plans, you may exercise your vested stock options and tender any of the Shares issued upon exercise in accordance with the Company’s policies and procedures for the applicable equity plan.

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•	The consummation of financing, on terms satisfactory to the Company, resulting in aggregate proceeds to the Company that are sufficient to fund the purchase of Shares in the Offer (the “Financing Condition”);

•

No legal action shall have been instituted, threatened in writing, pending or taken that challenges or affects the Offer or materially and adversely affects our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, results of operations or our ability to exercise full rights of ownership or purchase and hold some or all of the Shares purchased in the Offer;

•	No general suspension of trading in, or general limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred;

•	No changes in the general political, market, economic or financial conditions in the United States or abroad that could reasonably be expected to materially and adversely affect our or our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations or results of operations shall have occurred;

•

No commencement or escalation of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, shall have occurred directly or indirectly involving the United States on or after September 24, 2013, nor shall any material escalation, on or after September 24, 2013, of any war or armed hostilities which had commenced prior to September 24, 2013 have occurred;

•	No decrease of more than 10% in the market price for the Shares or in the general level of market prices for equity securities in the Dow Jones Industrial Average, New York Stock Exchange Index, NASDAQ Composite Index or the Standard & Poor’s 500 Composite Index measured from the close of trading on September 24, 2013 shall have occurred;

•

No person shall have commenced, proposed, announced, made or have publicly disclosed a tender or exchange offer (other than this Offer), merger, acquisition, business combination or other similar transaction involving us or any of our subsidiaries nor shall we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business;

•

No person (including a group) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares (other than anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission (the “SEC”) before September 24, 2013), and no person or group which has made such a filing before September 24, 2013 shall acquire or publicly announce its proposal to acquire an additional 1% or more of our outstanding Shares. In addition, no new group shall have been formed that beneficially owns (as a group) more than 5% of our outstanding Shares;

•	No material adverse change in our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations or results of operations shall have occurred; and

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•	No determination shall have been made by us that the consummation of the Offer may cause the Shares either (1) to be held of record by less than 300 persons or (2) to be delisted from NASDAQ or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

•	who hold shares in their own name as holders of record, or

•	who are “registered holders” as participants in The Depository Trust Company’s (“DTC”) system whose names appear on a security position listing,

•

If you hold your Shares in your own name as a holder of record and decide to tender your Shares, you must complete and sign a Letter of Transmittal according to its instructions or an Agent’s Message and deliver it, together with any required signature guarantees, certificates for your Shares and any other documents required by the Letter of Transmittal, to the Depositary before 5:00 p.m., New York City time, on Friday, October 25, 2013, or such later time and date to which we may extend the Offer;

•	If you hold your Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must contact your broker, dealer, commercial bank, trust company or other nominee if you wish to tender your Shares. See Section 3 and the instructions to the Letter of Transmittal;

•	If you are an institution participating in DTC, tender your Shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or

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•	If you are a holder of vested stock options to purchase Shares under the Company’s equity compensation plans, you may exercise your vested stock options and tender any of the Shares issued upon exercise in accordance with the Company’s policies and procedures for the applicable equity plan.

•	the certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the Expiration Date;

•	you cannot comply with the procedure for book-entry transfer by the Expiration Date; or

•	your other required documents cannot be delivered to the Depositary by the Expiration Date; you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3.

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First, subject to the conditional tender provisions described in Section 6, we will purchase Shares at the Purchase Price from all other holders who properly tender Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (except for shareholders who tendered Shares conditionally for which the condition was not satisfied), on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, until we have acquired $40,000,000 in value of Shares; and

•

Second, only if necessary to permit us to purchase $40,000,000 in value of Shares (or such greater value of Shares as we may elect to purchase, subject to applicable law), we will purchase Shares at the Purchase Price from shareholders who have properly tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date.

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•	the number of Shares tendered and the Purchase Price at which we purchase Shares in the Offer;

•	our ability to obtain the credit facility with which we anticipate funding the Offer and the terms on which we are able to obtain such credit facility;

•	our ability to service the debt we expect to incur in connection with this Offer and any other debt we incur, and the impact of restrictive debt covenants;

•	we may not succeed in expanding our operations;

•	inability to conform to government regulations in existing markets;

•	we may not succeed in growing existing markets or opening new international markets;

•	inability to manage our growth and expansion;

•	disruptions in our information technology systems;

•	claims against us as a result of our independent distributors failing to comply with our policies and procedures;

•	inability of new products to gain distributor and market acceptance;

•	international trade or foreign exchange restrictions, increased tariffs, foreign currency exchange;

•	deterioration of global economic conditions;

•	inability to maintain appropriate level of internal control over financial reporting;

•	we may be unable to raise additional capital if needed;

•	exposure to environmental liabilities stemming from past operations and property ownership;

•	significant dependence upon a single product;

•	our inability to obtain high quality raw material for our products;

•	improper actions by our independent distributors that violate laws or regulations;

•	our inability to retain independent distributors or to attract new independent distributors on an ongoing basis;

•	we may be subject to a product recall;

•	our dependence on third parties to manufacture our products;

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•	significant government regulations on network marketing activities;

•	third party and governmental actions involving our network marketing sales activities;

•	our direct selling program could be found to not be in compliance with current or newly adopted laws or regulations;

•	unfavorable publicity on our business or products;

•	legal proceedings may be expensive and time consuming;

•	regulations governing the production or marketing of our products;

•	our business is subject to strict government regulations;

•	we are subject to the risk of investigatory and enforcement action by the federal trade commission;

•	government authorities may question our tax positions or transfer pricing policies or change their laws in a manner that could increase our effective tax rate or otherwise harm our business;

•	failure to comply with anti-corruption laws;

•	loss of key personnel;

•	competition in the dietary supplement market;

•	our inability to protect our intellectual property rights;

•	third party claims that we infringe on their intellectual property;

•	product liability claims against us;

•	economic, political, foreign exchange and other risks associated with international operations;

•	significant dilution of outstanding voting shares if holders of our existing warrants and options exercise their securities for shares of common stock;

•	volatility of the market price of our common stock;

•	we have not paid dividends on our capital stock, and we do not currently anticipate paying dividends in the foreseeable future; and

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•	First, subject to the conditional tender provisions described in Section 6, we will purchase Shares at the Purchase Price from all other holders who properly tender Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (except for shareholders who tendered Shares

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•

Second, only if necessary to permit us to purchase $40,000,000 in value of Shares (or such greater value of Shares as we may elect to purchase, subject to applicable law), we will purchase Shares at the Purchase Price from shareholders who have properly tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date.

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•	specify that they are willing to sell their Shares to us at the price determined in the Offer, or

•	specify the price or prices, not greater than $2.80 nor less than $2.45 per Share (in multiples of $0.05), at which they are willing to sell their Shares to us in the Offer.

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•

First, subject to the conditional tender provisions described in Section 6, we will purchase Shares at the Purchase Price from all other holders who properly tender Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (except for shareholders who tendered Shares conditionally for which the condition was not satisfied), on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, until we have acquired $40,000,000 in value of Shares; and

•

Second, only if necessary to permit us to purchase $40,000,000 in value of Shares (or such greater value of Shares as we may elect to purchase, subject to applicable law), we will purchase Shares at the Purchase Price from shareholders who have properly tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date.

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•	we believe the Offer will provide our shareholders with an opportunity to obtain liquidity with respect to all or a portion of their Shares, without potential disruption to the Share price and the usual transaction costs associated with open market sales; and

•	upon the completion of the Offer, non-tendering shareholders will realize a proportionate increase in their relative ownership interest in LifeVantage as a result of fewer shares outstanding.

•	we expect to incur indebtedness of up to $42,000,000 pursuant to borrowings under a credit facility we are currently negotiating and which we expect to be in place at least five business days prior to the Expiration Date. This increased leverage:

•	will increase our interest expense;

•	could reduce our ability to engage in significant transactions, including acquisitions and future share repurchases, without additional debt or equity financing; and

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•	could negatively affect our liquidity during periods of reduced revenue generation, increased capital spending or higher operating expenses;

•	if our indebtedness affects our operations in the ways highlighted in the preceding bullet point or other ways, our business, financial condition, cash flow and results of operations could suffer; and

•	the Offer will reduce our “public float” (the number of Shares owned by non-affiliate shareholders and available for trading in the securities markets), which could result in lower stock prices or reduced liquidity in the trading market for our Shares following completion of the Offer.

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•	any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

•	any purchase, sale or transfer of a material amount of our assets or any assets of our subsidiaries;

•	any material change in our present dividend rate or policy or our capitalization or our indebtedness;

•	any class of our equity securities ceasing to be authorized to be quoted on the NASDAQ;

•	any material change in our corporate structure or business;

•	any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

•	the suspension of our obligation to file reports under Section 15 of the Exchange Act;

•	the acquisition or disposition by any person of our securities, other than pursuant to our Share repurchase program as described above and the grant of restricted stock, restricted stock units or stock options to employees in the ordinary course of business; or

•	any changes in our articles of incorporation, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

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•	the consummation of financing, on terms satisfactory to the Company, resulting in aggregate proceeds to the Company that are sufficient to fund the purchase of Shares in the Offer (the “Financing Condition”) has not occurred;

•	there has been threatened in writing, instituted, pending or taken any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly:

•	challenges or seeks to challenge, makes illegal, or delays or otherwise directly or indirectly restrains, prohibits or otherwise affects the making of the Offer, the acquisition by us of some or all of the Shares pursuant to the Offer, or any other matter relating to the Offer, or seeks to obtain any material damages or otherwise relating to the transactions contemplated by the Offer;

•	seeks to make the purchase of, or payment of, some or all of the Shares pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the Shares;

•	materially impairs the contemplated benefits to us of the Offer;

•	seeks to impose limitations on our affiliates’ ability to acquire or hold or to exercise full rights of ownership, including, but not limited to, the right to vote their Shares on all matters validly presented to our shareholders; or

•	could be expected to materially and adversely affect our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity and financial condition, operations or results of operations, taken as a whole;

•	any change in the general political, market, economic or financial conditions, domestically or internationally, that could reasonably be expected to materially and adversely affect our business or the trading in the Shares, including, but not limited to, the following:

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•	any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market;

•	the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

•	the commencement or escalation, on or after September 24, 2013, of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States, or any material escalation, on or after September 24, 2013, of any war or armed hostilities which had commenced prior to September 24, 2013;

•	any decrease of more than 10% in the market price for the Shares or in the general level of market prices for equity securities in the Dow Jones Industrial Average, New York Stock Exchange Index, NASDAQ Composite Index or the Standard & Poor’s 500 Composite Index measured from the close of trading on September 24, 2013;

•

any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, income, operations or results of operations of us, our subsidiaries and our affiliates, taken as a whole, or on the trading in the Shares, or the proposed financing for the Offer, or on the benefits of the Offer to us;

•

a material change in U.S. or any other currency exchange rates or a suspension of or limitation on the markets for such currencies that could have, in our reasonable judgment, a material adverse effect on our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), operations, results of operations or prospects, taken as a whole, or on the trading in the Shares, or the proposed financing for the Offer, or on the benefits of the Offer to us; or

•	in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

•

a tender or exchange offer for any or all of the Shares (other than the Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any of our subsidiaries, has been commenced, proposed or announced by any person or has been publicly disclosed or we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business;

•	we learn that:

•

any entity, “group” (for purposes of the conditions of the Offer, as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC before September 24, 2013);

•	any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC before September 24, 2013 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer), beneficial ownership of an additional 1% or more of our outstanding Shares; or

•	any new group has been formed that beneficially owns more than 5% of our outstanding Shares (options for and other rights to acquire Shares that are acquired or proposed to be acquired being deemed to be immediately exercisable or convertible for purposes of this clause); or

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•	any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any Shares, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities;

•

any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment:

•	indicates that any approval or other action of any such court, agency or authority may be required in connection with the Offer;

•	could reasonably be expected to prohibit, restrict or delay consummation of the Offer; or

•	otherwise could reasonably be expected to materially and adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations or results of operations of us and our subsidiaries, taken as a whole;

•

any change or changes have occurred in our or our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, results of operations or prospects that, in our reasonable judgment, has a material adverse effect on us or our subsidiaries, taken as a whole, or on the trading in the Shares, or the proposed financing for the Offer, or on the anticipated benefits of the Offer to us; or

•	we shall have determined that the consummation of the Offer may cause the Shares to be:

•	held of record by less than 300 persons; or

•	delisted from the NASDAQ or to be eligible for deregistration under the Exchange Act.

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•	Annual Report on Form 10-K for the fiscal year ended June 30, 2013, filed on September 12, 2013; and

•	definitive proxy statements for our 2013 annual meeting of shareholders, filed on October 9, 2012 and November 6, 2012.

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(1)	Earnings included in the calculation of this ratio consist of income before income taxes plus interest expense. Fixed charges include interest expense only. The Company does not have capital leases nor does it capitalize interest associated with property, plant and equipment as it does not borrow to pay for these assets.

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(1)	Reflects interest expense on $42 million in new borrowings from the anticipated Credit Facility at an average rate of 8.75% per annum and a term of 5 years plus amortization of deferred transaction costs. For every 0.125% increase/decrease in our interest rate our interest expense would change by approximately $51,000 per year.

(2)	The pro forma share count assumes the repurchase of 15,094,340 shares at $2.65 per Share in the Offer as of the beginning of the periods presented. Pro forma net earnings per share are calculated based upon such pro forma share count.

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(3)	Earnings included in the calculation of this ratio consist of income before income taxes plus interest expense. Fixed charges include interest expense only, as the Company does not have capital leases nor does it have capitalized interest associated with property, plant and equipment.

(4)

We define Adjusted Net Income as Net Income excluding certain costs associated with the product recall and the applicable tax impacts associated with these items. Adjusted earnings per share ("EPS") is calculated based on Adjusted Net Income and the weighted average number of common and potential common shares outstanding during the period. Adjusted Net Income and Adjusted EPS may not be comparable to similarly titled measures reported by other companies.

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(1)	Current assets reflect a net decrease of $0.4 million resulting from estimated transactions costs of $2.4 million, of which we anticipate paying $2 million from the proceeds of the financing. The $2.4 million estimated transactions costs consist of $0.3 million expected to be incurred in connection with the Offer and $2.1 million expected to be incurred in connection with the financing.

(2)	Total assets reflect a net increase of $0.6 million resulting from the decrease in current assets of $0.4 million as a result of net transaction costs (see note (1) above) being offset by $1 million in deferred financing costs associated with the financing.

(3)

Total liabilities reflect a net increase of $40.9 million. Of the debt proceeds, $40 million is used to finance the repurchase of shares in the Offer and $2 million is used to pay transaction fees (see note (1) above). Reflected in current liabilities is $2.1 million payable due within one year. Long-term liabilities are comprised of $39.9 million long-term debt partially offset by $1.1 million in transaction fees.

(4)	Reflects the par value of 15,094,340 Shares assumed to be purchased.

(5)	Assumes the repurchase of 15,094,340 Shares in the Offer at a price of $2.65 per Share, plus associated estimated transaction fees and costs of approximately $0.3 million.

(6)	Book value per share reflects stockholders equity (deficit) divided by Shares outstanding. Stockholders’ deficit includes $76.4 million of accumulated deficit offset by repurchased stock.

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1.	If you want to retain the Shares you own, you do not need to take any action.

2.

If you want to participate in the Offer and wish to maximize the chance that LifeVantage will accept for payment all of the Shares you are tendering by this Letter of Transmittal, you should check the box marked “Shares Tendered at a Price Determined Pursuant to the Offer” below and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election may lower the Purchase Price paid for all purchased Shares in the Offer and could result in the tendered Shares being purchased at the minimum price of $2.45 per Share.

3.	If you wish to select a specific price at which you will be tendering your Shares, you should select one of the boxes in the section captioned “Shares Tendered at a Price Determined by You” below and complete the other portions of this Letter of Transmittal as appropriate.

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o	LOST CERTIFICATES: My certificate(s) for ________ shares have been lost, stolen, destroyed or mutilated, and I require assistance in replacing the shares. See Instruction 13.

o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

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1.	SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER

o

By checking this box INSTEAD OF ONE OF THE BOXES UNDER 2 BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price determined by LifeVantage pursuant to the Offer. This action will maximize the chance of having LifeVantage purchase all of the Shares tendered by the undersigned (subject to the possibility of proration). You should understand that this election may lower the Purchase Price paid for all purchased Shares in the Offer and could result in the tendered Shares being purchased at the minimum price of $2.45 per Share.

2.	SHARES TENDERED AT A PRICE DETERMINED BY YOU

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o	The minimum number of Shares that must be purchased from me, if any are purchased from me, is: _____ Shares.

o	The tendered Shares represent all Shares held by the undersigned.

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1.

the valid tender of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal constitutes the undersigned's acceptance of the terms and conditions of the Offer; LifeVantage's acceptance of the tendered Shares will constitute a binding agreement between the undersigned and LifeVantage on the terms and subject to the conditions of the Offer;

2.

it is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person's own account unless at the time of tender and until 5:00 p.m., New York City time, on Friday, October 25, 2013 (as this time may be extended at any time or from time to time by LifeVantage in its sole discretion in accordance with the terms of the Offer, the “Expiration Date”), such person has a “net long position” in (a) the Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tender to LifeVantage within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to LifeVantage within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the tendering shareholder's representation and warranty to LifeVantage that (y) such shareholder has a “net long position” in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (z) such tender of Shares complies with Rule 14e-4.

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3.

LifeVantage will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (the “Purchase Price”), not greater than $2.80 nor less than $2.45 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for Shares properly tendered and not properly withdrawn, taking into account the number of Shares so tendered and the prices specified by tendering shareholders;

4.	the Purchase Price will be the lowest single Purchase Price, not greater than $2.80 nor less than $2.45 per Share, that will allow LifeVantage to purchase $40,000,000 in value of Shares (or a lower amount if not enough Shares are properly tendered and not properly withdrawn to allow us to purchase $40,000,000 in value of Shares);

5.	LifeVantage reserves the right, in its sole discretion, to increase or decrease the per Share Purchase Price and to increase or decrease the value of Shares sought in the Offer and may increase or decrease the value of Shares sought in the Offer to an amount greater or less than $40,000,000, subject to applicable law;

6.

all Shares properly tendered prior to the Expiration Date at or below the Purchase Price and not properly withdrawn will be purchased in the Offer at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration (in the event that more than the value of Shares sought are properly tendered) and conditional tender provisions described in the Offer to Purchase;

7.	LifeVantage will return at its expense all Shares it does not purchase, including Shares tendered at prices greater than the Purchase Price and not properly withdrawn and Shares not purchased because of proration or conditional tenders, promptly following the Expiration Date;

8.

under the circumstances set forth in the Offer to Purchase, LifeVantage expressly reserves the right, in its sole discretion, to terminate the Offer at any time and from time to time, upon the occurrence of any of the events set forth in Section 7 of the Offer to Purchase and to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering shareholder to withdraw such shareholder's Shares;

9.	shareholders who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase;

10.	LifeVantage has advised the undersigned to consult with the undersigned's own advisors as to the consequences of tendering Shares pursuant to the Offer; and

11.	THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION WITHIN THE UNITED STATES IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION.

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1.

Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the Book-Entry Transfer Facility's system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has (have) completed the section captioned “Special Issuance Instructions” on this Letter of Transmittal), or (b) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, each of the foregoing constituting an “Eligible Institution.” In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at (866) 482-4931.

2.

Requirements of Tender. This Letter of Transmittal is to be completed by shareholders if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a shareholder to validly tender Shares pursuant to the Offer, (a) a Letter of Transmittal, properly completed and duly executed and the certificate(s) representing the tendered Shares, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date, or (b) a Letter of Transmittal properly completed and duly executed, together with any required Agent's Message and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date and Shares must be delivered pursuant to the procedures for book-entry transfer set forth in this Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date, or (c) the shareholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

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3.	Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto.

4.

Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all of the Shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Total Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares represented by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.

Indication of Price at Which Shares are Being Tendered. For Shares to be properly tendered, the shareholder MUST either (1) check the box in the section captioned “Shares Tendered at a Price Determined Pursuant to the Offer” in order to maximize the chance of having LifeVantage accept for payment all of the Shares tendered (subject to the possibility of proration) or (2) check the box indicating the price per Share at which such shareholder is tendering Shares under “Shares Tendered at a Price Determined by You.” Selecting option (1) could result in the shareholder receiving a price per Share as low as $2.45. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A SHAREHOLDER WISHING TO TENDER PORTIONS OF SUCH SHAREHOLDER'S SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH SHAREHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH SHAREHOLDER'S SHARES. The same Shares cannot be tendered more than once (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price.

6.	Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the share certificate(s) without any change or alteration whatsoever.

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7.

Stock Transfer Taxes. LifeVantage will pay all stock transfer taxes, if any, payable on the transfer to LifeVantage of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in circumstances permitted by the Offer) unpurchased Shares are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered book-entry accounts are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such stock transfer taxes, or exemption therefrom, is submitted with this Letter of Transmittal.

8.

Special Payment and Delivery Instructions. If a check for the Purchase Price of any Shares accepted for payment is to be issued in the name of, and/or certificates for any Shares not tendered or not accepted for payment are to be issued in the name of and/or returned to, any person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to any person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal must be completed.

9.

Waiver of Conditions; Irregularities. All questions as to the number of Shares to be accepted, the Purchase Price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, or as to the validity (including time of receipt) and form of any notice of withdrawal of tendered Shares, will be determined by LifeVantage, in its sole discretion, and its determination will be final and binding on all persons participating in the Offer, subject to such Offer participants disputing such determination in a court of competent jurisdiction. LifeVantage may delegate power in whole or in part to the Depositary. LifeVantage reserves the absolute right prior to the Expiration Date to reject any or all tenders of any Shares that LifeVantage determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of LifeVantage's counsel, be unlawful. LifeVantage reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. LifeVantage also reserves the absolute right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the conditions of the Offer prior to the Expiration Date, or any defect or irregularity in any tender or withdrawal with respect to any particular Shares or any particular shareholder, and LifeVantage's interpretation of the terms of the Offer (including these instructions) will be final and binding on all persons participating in the Offer, subject to such Offer participants disputing such determination in a court of competent jurisdiction. No tender or withdrawal of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing shareholder or waived by LifeVantage. LifeVantage will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of Shares. None of LifeVantage, the Dealer Manager, the Information Agent, the Depositary or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notice.

10.

Substitute Form W-9; Backup Withholding on payments to U.S. Holders; Taxpayer Identification Number. To avoid backup withholding, a tendering U.S. Holder (as defined in Section 14 of the Offer to Purchase) is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such U.S. Holder is not subject to backup withholding of federal income tax, and that such shareholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering U.S. Holder has been notified by the Internal Revenue Service (“IRS”) that such shareholder is subject to backup withholding, such U.S. Holder must cross out item (2) in the Certification box on the Substitute Form W-9, unless such U.S. Holder has since been notified by the IRS that such U.S. Holder is no longer subject to backup withholding. In addition to potential penalties, failure to provide the correct information on the Substitute Form W-9 may subject the tendering U.S. Holder to 28% federal income tax backup withholding on the payments made to the U.S. Holder or other payee with respect to the Shares purchased pursuant to the Offer. If the tendering U.S. Holder has not been issued a TIN but has applied for a TIN or intends to apply for a TIN in the near future, such U.S. Holder should write “applied for” in the box in Part I of the Substitute Form W-9. Any such U.S. Holder should also complete the “Certificate of Awaiting Taxpayer Identification Number” below in order to avoid backup withholding. If “applied for” is written in the box in Part I and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all payments of the Purchase Price to such U.S. Holder until a TIN is provided to the Depositary. For a further discussion of backup withholding, consult the “Important Tax Information” section below.

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11.

Withholding on payments to Non-U.S. Holders. Certain shareholders (including, among others, most corporations and certain foreign individuals) may not be subject to backup withholding. Foreign shareholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary or from the IRS, in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

12.

Requests for Assistance or Additional Copies. Questions and requests for assistance should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, the substitute Form W-9 or other related materials should be directed to the Information Agent. Copies will be furnished promptly at LifeVantage's expense.

13.

Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary at the toll free number (781) 575-2332. The shareholder will then be instructed by the Depositary as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

14.	Conditional Tenders. As described in Sections 3 and 6 of the Offer to Purchase, a tendering shareholder may condition his or her tender of Shares upon LifeVantage purchasing a specified minimum number of the Shares tendered.

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15.

Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the Shares purchased. See Section 1 and Section 14 of the Offer to Purchase.

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o

The undersigned wishes to maximize the chance of having LifeVantage purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by LifeVantage pursuant to the Offer. Note that this election may lower the Purchase Price paid for all purchased Shares in the Offer and could result in the tendered Shares being purchased at the minimum price of $2.45 per Share.

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o	The minimum number of Shares that must be purchased from me, if any are purchased from me, is: _______________Shares.

o	The tendered Shares represent all Shares held by the undersigned.

o	Check here if Shares will be tendered by book-entry transfer.

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o

The undersigned wishes to maximize the chance of having LifeVantage purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price determined by LifeVantage pursuant to the Offer. Note that this election may lower the Purchase Price paid for all purchased Shares in the Offer and could result in the tendered Shares being purchased at the minimum price of $2.45 per Share.

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o	The minimum number of Shares that must be purchased from me, if any are purchased from me, is:

o	The tendered Shares represent all Shares held by the undersigned.

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