Exhibit
10.4


 


AMENDMENT
#2 TO SUPPLY AGREEMENT


 


THIS
AMENDMENT #2 TO SUPPLY AGREEMENT (this “Supply Amendment Agreement”) is made as of November 29, 2016 (the “Effective
Date”) by and between CDx, Inc., a Delaware corporation with its principal place of business at 6335 Ferris Square, Suite
B, San Diego, CA 92121 (“CDX” or the “Company”), and Next Dimension Technologies, Inc., a California corporation
with its principal place of business at 1 West Mountain Street, #11, Pasadena, CA 91103 (“NDT” or the “Supplier”).
CDX and NDT are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
CDX and NDT are parties to a Supply Agreement executed by the Parties on May 19, 2015 as amended on August 14, 2015 (collectively,
the “Supply Agreement”); and


 


WHEREAS,
CDX and NDT are parties to additional agreements, including a Joint Development Agreement executed by the Parties on November
1, 2013, as modified by Amendment #1, Amendment #2, Amendment #3, Amendment #4, Amendment #5, Amendment #6, and Amendment #7 to
the Joint Development Agreement executed by the parties on April 21, 2014, July 1, 2014, March 13, 2015, May 1, 2015, May 5, 2015,
August 4, 2015, and February 22, 2016 respectively (collectively the “Joint Development Agreement”), and an Exclusive
Patent Sublicense Agreement executed by the Parties effective April 24, 2015 (the “Sublicense Agreement”); and


 


WHEREAS,
both Parties desire to waive and modify certain outstanding obligations in connection with an initial purchase order placed under
the terms of the Supply Agreement;


 


WHEREAS,
pursuant to Paragraph 10.12 of the Agreement, both parties now desire to further modify and amend the Supply Agreement;


 


NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:


 


		1.	Simultaneous
                                         Execution.  The execution, delivery and effectiveness of this Supply Amendment Agreement
                                         are contingent upon the simultaneous execution and delivery of: (i) that certain Claims
                                         Purchase Agreement by and between NDT and Rockwell Capital Partners dated November 29,
                                         2016 (the “Claims Purchase Agreement”); and (ii) that certain JDA Termination
                                         Agreement dated November 29, 2016, and (iii) that certain First Amendment to the Exclusive
                                         Patent Sublicense Agreement dated November 29, 2016. Notwithstanding anything in this
                                         Supply Amendment Agreement to the contrary, this Supply Amendment Agreement shall be
                                         null and void if the Claims Purchase Agreement becomes null or void.



 




     


     


    

 


		2.	Assignment
                                         of NDT Claims.  The Parties hereby agree to the sale, transfer, conveyance and assignment
                                         of all right, title and interest to certain outstanding claims of CDX by NDT totaling
                                                                                                                                                                   
                                         ,to Rockwell Capital Partners.



 


		3.	Forecasts. Both Parties agree to waive their respective obligations pursuant to Paragraph 2.3
                                         for the period beginning on the effective date of the Supply Agreement and ending on
                                         December 31, 2016. Both Parties further agree that for any quarter in which CDX fails
                                         to provide a written rolling forecast to NDT pursuant to Paragraph 2.3, CDX’s rolling forecast
                                         for the following four (4) quarters shall be considered as                               
                                         
                                         units per quarter. Both Parties agree that for any quarter in which NDT fails to provide
                                         a written confirmation to CDX of its Capacity Constraint and Lead Time Constraint, NDT’s
                                         Capacity Constraint for the following four (4) quarters shall be considered as one-hundred
                                         percent (100%) of CDX’s quarterly forecasts, and NDT’s Lead Time Constraint shall be
                                         considered as the maximum lead time listed in Paragraph 2.3. Both Parties agree that
                                         for purposes of Paragraph 2.3, CDX’s quantity of units ordered for the quarterly period
                                         ending December 31, 2016, shall be considered as                              
                                         units.



 


		4.	Initial
                                         Purchase Order.  With respect to each Party’s obligations in connection with the Initial
                                         Purchase Order set forth in Exhibit D of the Supply Agreement, the Parties agree as follows:



 


		a.	NDT
                                         shall deliver                                                 
                                         units of Product to CDX no later than December 15, 2016 (the “Initial Delivery”);
                                         and



 


		b.	CDX
                                         shall make a payment of                                                                                       
                                         to NDT no later than November 30, 2017 (the “Purchase Order Payment”);



 


		c.	NDT
                                         shall deliver                                                  
                                          units of Product to CDX no later than thirty (30) days following its full receipt of
                                         the Purchase Order Payment (the “Final Delivery”).



 


CDX
agrees that upon NDT’s fulfillment of the Initial Delivery, NDT shall have no further obligations to CDX to deliver additional
Products in connection with the Initial Purchase Order set forth in Exhibit D of the Supply Agreement, and CDX explicitly waives
its rights to the refund of any and all deposits and payments paid to NDT in connection with the Initial Purchase Order; provided
that NDT shall remain obligated for the Final Delivery contingent on CDX’s timely fulfillment of the Purchase Order Payment.


 


NDT
agrees that upon CDX’s fulfillment of the Purchase Order Payment, CDX shall have no further payment obligations to NDT in connection
with the Initial Purchase Order set forth in Exhibit D. CDX agrees that upon its failure to pay the Purchase Order Payment in full
by the due date, CDX shall remain obligated to pay                                                                                                                            
                                         to NDT and NDT shall have an ongoing right to terminate the Supply Agreement immediately upon written notice to CDX.


 




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		5.	Price. As of the Effective Date of this Supply Amendment Agreement, the price to be paid
                                         by Company per unit of Product shall be modified to the price as set forth on Exhibit
                                         E attached hereto and Company shall pay such price in accordance with the payment schedule
                                         described therein.



 


		6.	Product
                                         Rejection.  CDX agrees to waive its right to reject Products pursuant to any provision
                                         of Article 4 for any and all Products delivered prior to the Effective Date of this Supply
                                         Amendment Agreement. CDX further agrees that its right to reject Products pursuant to
                                         any provision of Article 4 shall expire thirty (30) days following Company’s receipt
                                         of the subject Products.



 


		7.	Notices. It is agreed that the provisions in the Supply Agreement regarding notice are specifically
                                         waived by the Parties for the purpose of this Supply Amendment Agreement. With respect
                                         to Paragraph 10.6 of the Supply Agreement, this paragraph shall be deleted in its entirety
                                         and replaced with the following:



 


“Any
notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been sufficiently given: (a)if transmitted for overnight delivery via a nationally recognized delivery
service, the first business day after being delivered by the transmitted Party to such overnight delivery service, (b)if by
email, when transmitted by email, or (c) if by registered or certified mail, postage prepaid, five (5) days after mailing the
notice, to the following addresses (or to such other address of a party designated in writing by such party to the others):


 


	 	CDX:	Attention:
    Daniel Yazbeck, CEO
	 	 	6335 Ferris Square, Suite B

                                                         San Diego, CA 92121

	 	 	 
	 	 	email:                   
                                         
	 	 	 
	 	NDT:	Attention:
    William Royea, President
	 	 	1 West Mountain Street, #11

                                                         Pasadena, CA 91103

	 	 	 
	 	 	email:                           
                                         


 


		8.	Headings. The headings in this Supply Amendment Agreement are inserted for convenience only                                         and shall not constitute a part hereof.



 




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		9.	All
                                         remaining terms and conditions of the Supply Agreement remain in full force and effect,
                                         as modified and amended hereby and are hereby ratified by the parties.



 


		10.	After
                                         full execution of this Supply Amendment Agreement, the Supply Agreement shall be deemed
                                         to include the modifications and amendments herein.



 


In
Witness Whereof, the Parties have caused their duly authorized representatives to execute this Supply Amendment Agreement.


 


	CDX, Inc.	 	Next
    Dimension Technologies, Inc.
	 	 	 	 	 
	By:	/s/
    Daniel Yazbeck 	 	By:
    	/s/
    William Royea
	Name:
    	Daniel
    Yazbeck	 	Name:
    	William
    Royea
	Title:	CEO	 	Title:
    	President
	Date:
    	November
    29, 2016	 	Date:
    	November
    29, 2016


 




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EXHIBIT
E

PRICES


 


Product
Price. 


 


	Description	 	Price
	                                                                                                                          
	 	                               
	                                                                                                                          
	 	                               
	                                                                                                                           
                                         	 	                               
	                                                                                                                          
	 	                               
	                                                                                                                          
	 	                               


 


Annual
Price Increase.                                                                                                                                                                         



 


Payment
Terms.                                                             
                                          shall be due immediately upon initiation of each order placed in accordance with Section 2.5. Additional amounts                                                                                                 
                                         shall be due and payable within 30 days of delivery of the applicable Products in accordance with Section 3.2