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•	the affairs of the Company ceased to be governed by the Colorado Business Corporation Act (the “CBCA”), the Company’s existing Articles of Incorporation and the Company’s existing Bylaws, and the affairs of the Company became subject to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Certificate of Incorporation and the Delaware Bylaws;

•	each outstanding share of the common stock of the Colorado corporation (“LifeVantage Colorado”) converted into an outstanding share of common stock of the Delaware corporation (“LifeVantage Delaware”);

•	each outstanding option to acquire shares of the LifeVantage Colorado’s common stock converted into an equivalent option to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the same number of shares of LifeVantage Delaware’s common stock;

•	each outstanding restricted share or restricted stock unit of LifeVantage Colorado’s common stock converted into an equivalent restricted share or restricted stock unit of LifeVantage Delaware’s common stock with the same terms and conditions (including the vesting schedule applicable to each such share);

•	each outstanding warrant or other right to acquire shares of LifeVantage Colorado’s common stock converted into an equivalent warrant or other right to acquire, upon the same terms and conditions the same number of shares of the LifeVantage’s Delaware’s common stock;

•	each employee benefit, stock option or other similar plan of LifeVantage Colorado continued to be an employee benefit, stock option or other similar plan of the LifeVantage Delaware; and

•	each director and officer of LifeVantage Colorado continued to hold his or her respective position with LifeVantage Delaware.

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