Filed by Bowne Pure Compliance





Exhibit 4.1




INVESTOR’S RIGHTS AGREEMENT




THIS INVESTOR’S RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), is
entered into effective as of the 31st day of December, 2005, by and between ChromaDex,
Inc., a corporation authorized and existing pursuant to the laws of the state of California (the
“Corporation”), and The University of Mississippi Research Foundation, a Mississippi nonprofit
corporation (the “Shareholder”).



WITNESSETH:




WHEREAS, the Shareholder acquired shares of common stock of the Corporation (the
“Shares”);



WHEREAS, the Corporation and the Shareholder desire to make conditional provisions for the
registration of the Shares as set forth herein, if the same be necessary.



NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants,
representations, warranties and Agreements herein contained, the parties hereto agree as follows:



SECTION I

DEFINITIONS




1.1 As used in this Agreement, the following capitalized terms shall have the
following meanings:



“Exchange Act” means the Securities and Exchange Act of 1934, as amended.



“GAAP” means generally accepted accounting principles, as in effect from time to time in the
United States, consistently applied.



“Holder” means the Shareholder, or any assignee of a Shareholder.



“Common Shares” means the common equity shares of the Corporation.



“Common Share Equivalents” means the definition provided in Section 9.1.



“Maintenance Securities” means the definition provided in Section 9.1.



“Percentage Ownership” means, with respect to the Shareholder, (i) the number of Shares, on a
fully diluted basis, that such Shareholder beneficially owns at such time, divided by (ii) the
total number of Shares, on a fully diluted basis, outstanding at such time.



“Person” means a natural person, partnership, corporation, business trust, association, joint
venture or other entity or a government or agency or political subdivision thereof.



“Preemptive Rights” means the definition provided in Section 9.1.


 


 









 





“Prospectus” means the prospectus included in any Registration Statement, as supplemented by
any and all prospectus supplements and as amended by any and all post-effective amendments and
including all material incorporated by reference in such prospectus.



“Registration” means the registration described in Section II hereof.



“Registrable Securities” means the Shares owned by the Holder, and any securities issued or
issuable with respect to such Shares by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization.



“Registration Statement” means the registration statement which covers Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus included in such
registration statement, amendments (including post-effective amendments) and supplements to such
registration statement, and all exhibits to and all material incorporated by reference in such
registration statement.



“Restricted Stock” means any Shares issued to Holder for which a Registration Statement has
not become effective and which are not otherwise saleable without an effective registration
statement pursuant to Rule 144 or any other rule of the Securities Act promulgated from time to
time.



“Securities
Act” means the Securities Act of 1933, as from time to time amended.



“Selling Holder” means any holder of Restricted Stock who exercises any Registration Rights
granted hereunder.



“Share” means the common stock in the Corporation and includes any options, warrants or other
rights to purchase Shares and securities of any type whatsoever that are, or may become,
convertible into Shares with the number of any Shares which is an option, warrant, right or
convertible security being the number of such Shares which would result upon the immediate exercise
of such option, warrant or right of conversion of such convertible security, without regard as to
when such option, warrant or right may in fact be exercised or such convertible security may in
fact be converted.



SECTION II

PIGGYBACK REGISTRATION RIGHTS




2.1 If the Corporation proposes to file a registration statement under the
Securities Act with respect to an offering for its own account of any class of its
equity securities (other than a registration statement on Form S-8 (or any successor
form) or any other registration statement relating solely to employee benefit plans or
an offering of securities solely to the Corporation’s existing shareholders), then the
Corporation shall in each case give written notice of such proposed filing to the
Holder as soon as practicable (but no later than 20 business days) before the
anticipated filing date, and such notice shall offer each Holder the opportunity to
register such number of shares of Restricted Stock as such Holder may request. Each
Holder desiring to have Restricted Stock included in such registration statement shall
so advise the Corporation in writing within 10 business days after the date on which
the Corporation’s notice is so given, setting forth the number of shares of Restricted
Stock for which registration is requested.


 


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If the Corporation’s offering is to be an underwritten offering, the Corporation shall, subject to the
further provisions of this Agreement, use its reasonable best efforts to cause the managing
underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included
in the registration for such offering to include such Restricted Stock in such offering on the same
terms and conditions as any similar securities of the Corporation included therein. The right of
registration pursuant to this Section II connection with an underwritten offering by the
Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder’s
participation as a seller in such underwritten offering and its execution of an underwriting
agreement with the managing underwriter or underwriters selected by the Corporation.
Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering
determines in its or their sole discretion that the success of the offering would be adversely
affected by inclusion of the Restricted Stock requested to be included, then in such managing
underwriter’s discretion, the number of shares of Restricted Stock to be registered and offered for
the accounts of Holders shall be either (i) eliminated entirely from such registration and offering
or (ii) reduced pro rata on the basis of the number of securities requested by such Holders to be
registered and offered to the extent necessary to reduce the total amount of securities to be
included in such offering to the amount recommended by such managing underwriter or underwriters
(provided that if securities are being registered and offered for the account of other persons or
entities in addition to the Corporation, such reduction shall not be proportionally greater than
any similar reductions imposed on such other persons or entities). Any Restricted Stock excluded
from an underwriting shall, if applicable, be withdrawn from registration and shall not, without
the consent of the Corporation, be transferred in a public distribution prior to the earlier of
sixty (60) days (or such other shorter period of time as the managing underwriter may require)
after the effective date of the registration statement or sixty (60) days after the date the
Holders of such Restricted Stock are notified of such exclusion.




SECTION III

REGISTRATION PROCEDURES




3.1 Whenever Holders of Restricted Stock have requested pursuant to Section 2.1 that any
Restricted Stock be registered, the Corporation shall, subject to the provisions of Section 4, use
its reasonable best efforts to effect the registration and the sale of such Restricted Stock in
accordance with the intended method of disposition thereof as promptly as practicable, and in
connection with any such request, the Corporation shall:




(a) prepare and file with the Securities and Exchange Commission, a registration
statement on any form for which the Corporation then qualifies and which counsel for the
Corporation shall deem appropriate and which form shall be available for the sale or
distribution of such Restricted Stock in accordance with the intended method of
distribution thereof, and use its reasonable best efforts to cause such registration
statement to become effective; provided that, (i) before filing a registration statement or
prospectus or any amendments or supplements thereto, the Corporation will furnish to one
counsel selected by the Holders of a majority of the shares of Restricted Stock covered by
such registration statement copies of all such documents proposed to be filed, which
documents will be subject to the review and comment of such counsel and (ii) after the
filing of the registration statement, the Corporation shall promptly notify each Selling
Holder of Restricted Stock of any stop order issued or, to the knowledge of the
Corporation, threatened by the Securities and Exchange Commission and take all reasonable
actions to prevent the entry of such stop order or to remove it if entered;


 


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(b) prepare and file with the Securities and Exchange Commission such amendments and
supplements to such registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for a period of not less than ninety
(90) days or such shorter period as shall terminate when the distribution of all Restricted Stock
covered by such registration statement shall have terminated and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the Selling
Holders thereof set forth in such registration statement;




(c) as soon as reasonably practicable, furnish to each Selling Holder, prior to filing a
registration statement, copies of such registration statement as proposed to be filed and
thereafter furnish to such Selling Holder such number of copies of such registration statement,
each amendment and supplement thereto, the prospectus included in such registration Statement
(including each preliminary prospectus) and such other documents as such Selling Holder may
reasonably request in order to facilitate the disposition of the Restricted Stock owned by such
Selling Holder;




(d) use its best efforts to register or qualify such Restricted Stock under such other
securities or blue sky laws of such jurisdictions within the United States and Canada as any
Selling Holder reasonably (in light of such Selling Holder’s intended plan of distribution)
requests and do any and all other acts and things which may be reasonably necessary or advisable to
enable such Selling Holder to consummate the disposition in such jurisdictions of the Restricted
Stock owned by such Selling Holder; provided that the Corporation shall not be required to (i)
qualify generally to do business or file a general consent to service of process in any
jurisdiction or (ii) take any action that would subject itself to taxation in any such
jurisdiction;




(e) promptly notify each Selling Holder of such Restricted Stock, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence
of any event known to the Corporation requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers or recipients of such Restricted
Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading and promptly make available to each Selling Holder any such supplement or amendment;




(f) enter into an underwriting agreement in customary form, the form and substance of such
underwriting agreement being subject to the reasonable satisfaction Corporation and a majority in
interest of the Selling Holders;


 


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(g) make available for inspection by any Selling Holder, any underwriter participating in any
sale or distribution pursuant to such registration statement and any attorney, accountant or other
agent retained by any such Selling Holder or underwriter
(collectively, the “Inspectors”) all financial and other records, pertinent corporate
documents and properties of the Corporation (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise their due diligence responsibility, and
cause the Corporation’s officers and employees to supply all information reasonably
requested for such purpose by any such Inspector in connection with such registration
statement; provided that the Corporation shall have no obligation to permit such access to
the Records or its officers or employees in a manner that would unreasonably disrupt the
normal conduct of its business operations. (Each such Selling Holder and Inspector that
actually reviews Records supplied by the Corporation that Include information that the
Corporation identifies, in good faith, as being confidential or proprietary (“Confidential
Information”) shall be required at the Corporation’s option, prior to any such review, to
execute an agreement with the Corporation providing that such Inspector shall not publicly
disclose any Confidential Information unless such disclosure is required by applicable law
or legal process and shall not use such information for any purpose other than the limited
purpose contemplated by this subsection (g). Each such Selling Holder and Inspector shall be
required further to agree that it shall, upon learning that disclosure of Confidential
Information is sought in a court of competent jurisdiction, give notice to the Corporation
and allow the Corporation, at its expense, to undertake appropriate action to prevent
disclosure of the Confidential Information);




(h) in the event such sale is pursuant to an underwritten offering, use its
reasonable best efforts to obtain a comfort letter or letters from the Corporation’s
independent public accountants in customary form and covering such matters of the type
customarily covered by comfort letters as the managing underwriter reasonably requests; and




(i) otherwise use its reasonable efforts to comply with all applicable rules and
regulations of the Securities and Exchange Commission.


Upon receipt of any notice from the Corporation of the occurrence of any event of the kind
described in subsection (e) hereof, such Selling Holder shall forthwith discontinue all offerings,
sales and other dispositions of Restricted Stock pursuant to the registration statement covering
such Restricted Stock until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by subsection (e) hereof. In the event the Corporation shall give
any such notice, the Corporation shall extend the period during which such registration statement
shall be maintained effective pursuant to this Agreement (including the period referred to in
subsection (b) hereof) by the number of days during the period from and including the date of the
giving of such notice pursuant to subsection (b) hereof to and including the first date on which
each Selling Holder of Restricted Stock covered by such registration statement shall have received
the copies of the supplemented or amended prospectus contemplated by subsection (e) hereof.





 


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SECTION IV

CONDITIONS AND LIMITATIONS




4.1 The Corporation’s obligations under Section 2 of this Agreement shall be subject to
the Corporation having received the information and documents specified in Section 5 hereof
and each Selling Holder shall have observed or performed its other covenants contained in
Sections 5 and 7 hereof.



4.2 The Corporation’s obligation under Section 2 hereof shall be subject to the
limitations and conditions specified in such section, and to the condition that the Corporation may
at any time terminate its proposal to register equity securities for its own account and
discontinue its efforts to cause a registration statement to become or remain effective as to any
and all shares of Restricted Stock that would otherwise have been eligible for inclusion in such
registration.



SECTION V

CERTAIN COVENANTS OF HOLDERS OF RESTRICTED STOCK




5.1 Notices and requests delivered to the Corporation by Holders for whom Restricted
Stock is to be registered pursuant to this Agreement shall contain such information regarding the
Restricted Stock to be so registered, the Holder and the intended method of disposition of such
Restricted Stock as shall reasonably be required in connection with the actions contemplated to
be taken pursuant to this Agreement. Any Holder whose Restricted Stock is included in a
registration statement pursuant to this Agreement shall execute all consents, powers of attorney,
registration statements and other documents reasonably required to be executed by it in order to
cause such registration statement to became effective. Each Selling Holder covenants that, in
disposing of such Holder’s shares, such Holder will comply with all other requirements of
applicable law.



SECTION VI

REGISTRATION EXPENSES




6.1 All Registration Expenses (as defined herein) will be borne by the Corporation.
Underwriting discounts and commissions applicable to the sale of Restricted Stock shall be borne
by the Holder of the Restricted Stock to which such discount or commission relates, and each
Selling Holder shall be responsible for the fees and expenses of any legal counsel, accountants or
other agents retained by such Selling Holder and all other out-of-pocket expenses incurred by such
Selling Holder in connection with any registration under this Agreement.



6.2 As used herein, the term Registration Expenses means all expenses incident to the
Corporation’s performance of or compliance with this Agreement (whether or not the registration in
connection with which such expenses are incurred ultimately becomes effective), including without
limitation all registration and filing fees, fees and expenses of compliance with securities or
blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Restricted Stock), rating agency fees, printing expenses, the fees and
expenses incurred in connection with the listing or admission for quotation of the securities to
be registered an any securities exchange or quotation system and fees and disbursements of counsel
for the Corporation and its independent certified public accountants (including the expenses of
any special audit or comfort letters required by or incident to such performance), securities act
liability insurance (if the Corporation elects to obtain such insurance), the reasonable fees and
expenses of any special expert retained by the Corporation in connection with such registration
and the fees and expenses of other persons retained by the Corporation.


 


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SECTION VII

INDEMNIFICATION; CONTRIBUTION




7.1 Indemnification by the Corporation. In connection with any offering of Restricted Stock
pursuant to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder,
its officers, directors and agents and each person, if any, who controls such Selling Holder within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages, liabilities and expenses (including reasonable fees
and disbursements of counsel) arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or prospectus relating to
Restricted Stock or in any amendment or supplement thereto or in any preliminary prospectus
relating to Restricted Stock or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made, except insofar as
such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such
untrue statement or alleged untrue statement or omission or alleged omission based upon information
furnished in writing to the Corporation by such Selling Holder or on such Selling Holder’s behalf
expressly for use therein. In connection with any underwritten offering of Restricted Stock
registered pursuant to this Agreement, the Corporation shall cause to be included in any
underwriting agreement with the underwriters of such offering provisions indemnifying and providing
for contribution to such underwriters and their officers and directors and each person who controls
such underwriters on substantially the same basis as the provisions of this Section 7.1
indemnifying and providing for contribution to the Selling Holders.



7.2 Indemnification by Holders of Restricted Stock. In connection with any offering of
Restricted Stock pursuant to this Agreement, each Selling Holder, severally and not jointly, shall
indemnify and hold harmless the Corporation, its officers, directors and agents and each person, if
any, who controls the Corporation within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, and, in accordance with industry practice, in the case of an
offering of Restricted Stock pursuant to this Agreement, each underwriter of such Restricted Stock
if requested b underwriter, from and against any and all losses, claims, damages, liabilities and
expenses (including reasonable fees and disbursements of counsel) arising in and out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus relating to Restricted Stock or in any amendment or supplement
thereto or in any preliminary prospectus relating to Restricted Stock, or arising out of or based
upon any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the circumstances
under which they were made, provided that (i) such losses, claims, damages, liabilities or expenses
arise out of, or are based upon, any such untrue statement or alleged untrue statement or omission
or alleged omission based upon information furnished in writing to the Corporation by such Selling
Holder or on such Selling Holder’s behalf expressly for use therein and no Selling Holder shall be
liable for any indemnification under this Section 7.2 in an aggregate amount which exceeds the
total net proceeds received by such Selling Holder from such offering. In connection with any
underwritten offering of Restricted Stock registered pursuant to this Agreement, each Selling
Holder shall cause to be included in any underwriting agreement with the underwriters of such
offering provisions indemnifying and providing for contribution to such underwriters, their
officers and directors and each person who controls such
underwriters on substantially the same basis as the provisions of this Section 7.2 indemnifying and
providing for contribution to the Corporation. Notwithstanding anything herein to the contrary, if
the Selling Holder is the Shareholder, then the Shareholder shall have no indemnification
obligations of any nature whatsoever.


 


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7.3 Conduct of Indemnification Proceedings. If any action or proceeding (including any
governmental investigation) shall be brought or asserted against any indemnified party hereunder in
respect of which indemnity may be sought from an indemnifying party hereunder, such indemnifying
party shall assume the defense thereof, including the employment of counsel reasonably satisfactory
to such indemnified party, and shall assume the payment of all expenses. Such indemnified party
shall have the right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expenses of such
indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses, (ii)
the indemnifying party shall have failed to assume the defense of such action or proceeding and
employ counsel reasonably satisfactory to such indemnified party, or (iii) the named parties to any
such action or proceeding (including any impleaded parties) include both such indemnified party and
such indemnifying party, and such indemnified party shall have been advised by counsel that there
may be one or more legal defenses available to such indemnified party which are different from or
additional to those available to the indemnifying party (in which case, if such indemnified party
notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of
such action or proceeding on behalf of such indemnified party; it being understood, however, that
the indemnifying party shall not, in connection with any one such action or proceeding or separate
but substantially similar or related actions or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (together with appropriate local counsel) at any time for such
indemnified party, which firm shall be designated in writing by such indemnified party and
reasonably satisfactory to the indemnifying party). The indemnifying party shall not be liable for
any settlement of any such action or proceeding erected without its written consent, but if settled
with its written consent, or if there is a final judgment for the plaintiff in any such action or
proceeding, the indemnifying party shall indemnify and hold harmless the indemnified party from and
against any loss or liability (to the extent stated above) by reason of such settlement or
judgment.



7.4 Contribution. If the indemnification provided for in this Section 7 is unavailable to
the Corporation or the Selling Holders in respect of any losses, claims, damages, liabilities or
judgments referred to herein, then each such indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities and judgments in such proportion as is
appropriate to reflect the relative fault of each such party in connection with such statements or
omissions or alleged statements or omissions, as well as any other relevant equitable
considerations. The relative fault of each such party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Corporation and the Selling Holders agree that it would not be just
and equitable if contribution pursuant to this Section 7.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding sentences.



 


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The amount paid or payable by
an indemnified party as a result of the losses, claims, damages, liabilities or judgments
referred to in the immediately preceding sentences shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigation or defending any such action
or claims. Notwithstanding
the provisions of this Section 7.4, no Selling Holder shall be required to contribute an amount
in excess of the amount by which the total price at which the Restricted Stock of such Selling
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section  11(f) of the Securities Act) shall be entitled to contribution from any
person who is not guilty of such fraudulent misrepresentation. Notwithstanding anything herein to
the contrary, if the Selling Holder is the Shareholder, then the Shareholder shall have no
obligations of contribution of any nature whatsoever.



SECTION VIII

REPRESENTATIONS AND WARRANTIES




The Corporation represents and warrants that:



8.1 Existence and Rights. The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of the state of California. The Corporation has all
requisite corporate power and authority, to carry on its business and to own and use the
properties owned and used by it.



8.2 Corporate Authorization. The Corporation has all necessary power and authority to
enter into this Agreement and has taken all action, specifically including, without limitation,
all corporate action, necessary to execute, deliver and perform this Agreement. This Agreement
has been duly authorized, executed and delivered by the Corporation and is a legally valid and
binding obligation of the Corporation enforceable against the Corporation in accordance with its
terms.



8.3 No Conflict. The execution, delivery and performance of this Agreement and of the
related documents by the Corporation will not violate any provision of the Corporation’s
Articles of Incorporation or the Bylaws; or violate any law or rule or regulation of any
administrative agency or governmental body; or any order, writ, injunction or decree of any
court, arbiter, administrative agency or governmental authority having jurisdiction over the Corporation; or violate any
indenture, mortgage, contract, will, agreement or other undertaking to which the Corporation is
a party or is subject, or result in the creation or imposition of any lien or encumbrance on any
of the properties of the Corporation under any of the foregoing.


 


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SECTION IX

PRE-EMPTIVE RIGHTS




9.1 Except as provided below, the Company shall not issue, sell or transfer any
 shares of Common Shares (or any options, warrants, convertible securities, or other rights to
purchase or subscribe for Common Shares) (the “Common Share Equivalents”) unless the
Company
provides the Shareholder written notice (the “Section 9.1 Notice”) at least 30 days prior
to the proposed issuance date specifying the price at which the Common Share Equivalents are
proposed to be issued and sold and all other material terms of the issuance. The Shareholder shall
have the right to purchase, during the period set forth in Section 9,1, at the price and on the
terms specified in the Section 4.1 Notice, up to the number of shares (or amount) of Common Share
Equivalents (the “Maintenance Securities”) as are necessary for the Shareholder to maintain
its Percentage Ownership as it existed immediately prior to such issuance (the “Preemptive
Rights”).



9.2 The Shareholder may exercise its right to purchase Maintenance Securities by delivering
written notice of acceptance of any offer made as a Section 9.1 notice within 15 days after receipt
of the Section 9.1 notice. A delivery of such a written notice of acceptance, which shall specify
the number of shares (or amount) of Maintenance Securities that the Shareholder desires to so
purchase, shall constitute a binding agreement of the Shareholder to purchase such Maintenance
Securities specified in such written acceptance notice, at the price and on substantially the same
terms and conditions as set forth in the Section 9.1 notice. The Company shall have 60 days from
the date it sends the Section 9.1 notice to consummate the proposed issuance of Common stock Equivalents. On the date of such consummation, the Corporation shall
issue certificates representing the Maintenance Securities to be purchased by the Shareholder,
registered in the name and in the denomination specified by the Shareholder in the applicable
written acceptance notice, against payment by the Shareholder of the purchase price for such
Maintenance Securities. If the Corporation proposes to issue Common Share Equivalents after
such 60-day period, it shall again comply with the foregoing resolution.



9.3 Notwithstanding the foregoing, the Shareholder shall not be entitled to purchase
Maintenance Securities as contemplated by Section IX (and no Section 9.1 notice shall be required)
in connection with (i) the grant or exercise of options to purchase Common Stock Equivalents, or
the issuance of shares of Common Stock Equivalents, to employees, officers and directors of the
Corporation pursuant to any employee benefit plan, incentive award program or other employee
compensation arrangement, plan or program, (ii) the issuance of Common Stock Equivalents upon the
conversion, exercise or exchange of, or as required by the terms of, outstanding securities (other
than securities issued in violation of this Agreement), in accordance with their original terms
(including, without limitation, the issuance of shares of common Stock upon the exercise of any
Warrants), (iii) the issuance of Common Stock Equivalents pursuant to any stock split, stock
dividend or other similar stock recapitalization, (iv) any public offering which would subject the
Company to the Piggyback Registration Rights under Section 2.1.




9.4 The provisions of this Section IV shall only apply with respect to the Percentage
Ownership calculated for the Shareholder by reference to the number of shares of Restricted Stock
held at the time of determination, and shall terminate upon the occurrence of the public offering
subjecting the Company to Piggyback Registration Rights under Section 2.1.


 


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SECTION X

MISCELLANEOUS




10.1 Notices. Any notice or other communication required or permitted hereunder shall be
deemed given if in writing and delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid. Any such notice
shall be deemed given when so delivered personally or sent by overnight air courier or facsimile
transmission or, if mailed, two days after the date of deposit in the United States mails, as
follows:




If to Shareholder:




The University of Mississippi Research Foundation 

1006 Thad Cochran Research Center 

P. O. Box 1848 

University, MS 38677-1848




If to Corporation:




ChromaDex, Inc.

2952 South Daimler Street

Santa Ana, California 92705


Any party may require any other party to serve notices in accordance with this Section at a
different address or directed to another person for receipt of notices, if such party so designates
such other person or address in writing delivered to every other party in accordance with this
Section 10.1.




10.2 Partial Invalidity. Each part of this Agreement is intended to be separate. If any term,
covenant, condition or provision hereof is illegal or invalid or unenforceable for any reason
whatsoever, such illegality, invalidity or unenforceability shall not affect the legality, validity
or enforceability of the remaining parts of this Agreement and all such remaining parts hereto
shall not be impaired or invalidated in any way, but shall be legal, valid and enforceable and have
full force and effect as if the illegal, invalid, unenforceable part has not been included.



10.3 Law Governing Agreement. This Agreement is made and entered into and is to be at least
partially performed in the State of Mississippi. It shall be interpreted, construed and enforced
and its construction and performance shall be governed by the laws of the State of Mississippi
applicable to Agreements made and to be performed entirely within such State without regard to
principles of conflicts of laws, except to the extent that Federal law may apply.



10.4 Entire Agreement. This Agreement constitutes the entire understanding and Agreement of
the parties hereto, and supersedes any and all prior understandings or other Agreements, either
oral or in writing, if any, among such parties with respect to the subject matter hereof and
contains all of the covenants and Agreements between the parties with respect thereto. Each party
to this Agreement acknowledges that no representations, inducements, or Agreements, oral or
otherwise, have been made by such party, or anyone acting on behalf of such party, which are not
embodied herein, and no other Agreement, statement or promise not contained in this Agreement shall
be valid or binding. The parties hereto have had an opportunity to consult with their respective
attorneys concerning the meaning and the import of this Agreement and each has read this Agreement,
as signified by their signatures below, and is executing the same for the purposes and
consideration herein expressed.


 


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10.5 Waivers. No delay on the part of any party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any party of any
such right, power or privilege, nor any single or partial exercise of any such right, power or
privilege, preclude any further exercise thereof or the exercise of any other such right, power or
privilege. The rights and remedies of any party based upon, arising out of or otherwise in respect
of any inaccuracy in or breach by any other party of any representation, warranty, covenant or
Agreement contained in this Agreement shall in no way be limited by the fact that the act,
omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach
is based may also be the subject matter of any other representation, warranty, covenant or
Agreement contained in this Agreement (or in any other Agreement between the parties) as to which
there is no inaccuracy or breach.



10.6 Tax Consultation. Each Party acknowledges that it has had the opportunity to and has
consulted with their own separate independent accounting and tax advisors in connection with the
accounting and tax treatment for the transactions contemplated hereby and the tax ramifications
thereof. Each Party shall bear all risk in connection with the accounting and tax treatment of the
transactions contemplated by this Agreement and no Party is relying on the other Party in
connection with the same.



10.7 Variations in Pronouns. Wherever the context shall so require, all words herein in the
male gender shall be deemed to include the female or neuter gender and vice versa, all singular
words shall include the plural, and all plural words shall include the singular. All pronouns and
any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require.



10.8 Headings. The headings used in this Agreement are for administrative purposes only and do
not constitute substantive matter to be considered in construing the terms and shall not affect the
interpretation of this Agreement. All references herein to Sections, subsections, and clauses,
shall be deemed references to such parts of this Agreement, unless the context shall otherwise
require. A reference to an article or section will mean an article or section in this Agreement,
unless otherwise explicitly set forth. The titles and headings in this Agreement are for reference
purposes only and will not in any manner limit the construction of this Agreement. For the purposes
of such construction, this Agreement will be considered as a whole. The terms “including” and
“include” as used in this Agreement will be deemed to include the phrase “without limitation.”



10.9 Representation by Counsel. Each party acknowledges that it has had the opportunity to be
represented by separate independent counsel in the negotiation of this Agreement, that any such
respective attorneys were of its own choosing, that each authorized representative has read this
Agreement and that he understands its meaning and legal consequences to each party. Each Party
represents that he has consulted with his attorney of choice, or voluntarily chose not to do so,
concerning the execution, the meaning and the import of this Agreement, and has read this Agreement
and fully understands the terms hereof as signified by his signature below, and is executing the
same of his own free will for the purposes and consideration herein expressed. Each Party
represents that he has had sufficient time to consider whether to enter into this Agreement and
that he is relying solely on his own judgment and the advice of his own counsel, if any, in
deciding to execute this Agreement. Each Party
warrants and represents that he has read this Agreement in its entirety and has consulted with
his attorney, if any concerning the execution of this Agreement. If any or all Parties have
chosen not to seek counsel, said party or parties hereby acknowledge that he or they refrained
from seeking counsel entirely of his or their own volition and with full knowledge of the
consequences of such a decision.





 


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10.10 Presumption Against Scrivener. Each party waives the presumption that this Agreement
is presumed to be in favor of the party which did not prepare it, in case of a dispute as to
interpretation.



10.11 Capacity. Each party represents that he has the authority to enter into this
Agreement either on his own behalf or in an official capacity on behalf of a corporate
party.



10.12 Further Assurances. At any time and from time to time after the date hereof, at the
request of any Party, and without further consideration, every other party will execute and
deliver such other and further instruments and documents, and take such other action as the other
Party may reasonably deem necessary, convenient or desirable in order to more effectively assist
any Party in exercising all rights with respect thereto, and carrying out the business, duties,
and obligations created by this Agreement.



10.13 Amendments. This Agreement may not be modified, amended, superceded, cancelled,
renewed or extended, except in writing, signed by the party or parties to be bound thereby.



10.14 Binding Effect and Assignment. This Agreement and any rights hereunder are freely
assignable by Shareholder to the extent that Shareholder has assigned or sold any Shares. This
Agreement shall inure to the benefit of and bind the Parties hereto and their respective legal
representatives, successors, and permitted assigns.



10.15 Counterparts. This Agreement may be executed in several counterparts by one or more
of the undersigned and all such counterparts so executed shall together be deemed and constitute
one final Agreement, as if one document had been signed by all parties hereto; and each such
counterpart shall be deemed an original, binding the parties subscribed hereto and multiple
signature pages affixed to a single copy of this Agreement shall be deemed to be a fully
executed original Agreement. Several counterparts consisting of multiple copies hereof each
signed by less than all parties, but together signed by all parties shall constitute and be
deemed a fully executed original Agreement.



10.16 Shareholder Limitations. No provision or term herein shall be enforceable against
Shareholder to the extent such provision or term would exceed or violate the authority of
Shareholder by the rules and laws of the State of Mississippi to contract for such provision or
term.


 


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IN WITNESS WHEREOF, the undersigned have executed this Agreement as evidenced by their
respective signatures below, effective as of the date provided herein.



CHROMADEX, INC.




	 	 	 	 	 
	By:

	 	/s/ Frank Jaksch

	 	 
	 	 	 	 	 
	

	 	FRANK JAKSCH	 	 
	Its:

	 	Chief Executive Officer	 	 






THE UNIVERSITY OF MISSISSIPPI RESEARCH FOUNDATION










 


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