Document

THIRD MODIFICATION TO BUSINESS FINANCING AGREEMENT


This Third Modification to Business Financing Agreement (this “Amendment”) is entered into as of December 1, 2021, by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), CHROMADEX CORPORATION, a Delaware corporation, CHROMADEX, INC., a California corporation, and CHROMADEX ANALYTICS, INC., a Nevada corporation (individually and collectively, “Borrower”).


1.DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated November 12, 2019, by and among Borrower, HEALTHSPAN RESEARCH LLC, a Delaware limited liability company (“Released Borrower”) and Lender, as may be amended from time to time (the “Business Financing Agreement”). Pursuant to that certain Consent Agreement dated January 14, 2021, by and among Borrower, Lender, and Released Borrower, Released Borrower was released by Lender from its Obligations under the Business Financing Agreement and the other Loan Documents. Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement.


Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the “Indebtedness” and the Business Financing Agreement and any and all other documents executed by Borrower in favor of Lender shall be referred to as the “Existing Documents”.


2.DESCRIPTION OF CHANGE IN TERMS.


A.The following definitions set forth in Section 13.1 of the Business Financing Agreement are hereby amended by deleting them in their entirety and replacing them with the following:


“Credit Limit” means Ten Million Dollars ($10,000,000), which is intended to be the maximum amount of Advances at any time outstanding.


“Maturity Date” means November 12, 2023 or such earlier date as Lender shall have declared the Obligations immediately due and payable pursuant to Section 7.2.


“Prime Rate” means the greater of (i) three and one quarter of one percent (3.25%) per year or (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Lender as its Prime Rate. Lender may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Prime Rate.


3.CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.


4.NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each Borrower (each, a “Releasing Party”) acknowledges that Lender would not enter into this Amendment without Releasing Party’s assurance that it has no claims against Lender or any of Lender’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Amendment, each Releasing Party releases Lender, and each of Lender’s and entity’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Lender of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR









AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.


The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Lender and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Amendment and the Business Financing Agreement, and/or Lender’s actions to exercise any remedy available under the Business Financing Agreement or otherwise.


5.CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Lender is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Amendment, the terms of the Existing Documents remain unchanged and in full force and effect. Lender’s agreement to modifications to the existing Indebtedness pursuant to this Amendment in no way shall obligate Lender to make any future modifications to the Indebtedness. Nothing in this Amendment shall constitute a satisfaction of the Indebtedness. It is the intention of Lender and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor will be released by virtue of this Amendment. The terms of this paragraph apply not only to this Amendment, but also to any subsequent Business Financing Agreement modifications.


6.CONDITIONS PRECEDENT. The effectiveness of this Amendment is conditioned upon (i) the due execution and delivery to Lender of this Amendment by each party hereto, and (ii) payment by Borrower to Lender of the Revolving Facility Fee in the amount of $50,000.00 due in connection with the renewal of the Maturity Date.


7.NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


8.COUNTERSIGNATURE. This Amendment shall become effective only when executed by Lender and Borrower.












































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IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement on the day and year above
written.


BORROWER:


CHROMADEX CORPORATION, A DELAWARE CORPORATION




By /s/ Kevin Farr    

Name: Kevin Farr
Title: Chief Financial Officer




12/11/2021




CHROMADEX, INC., A CALIFORNIA CORPORATION




By /s/ Kevin Farr    
Name: Kevin Farr
Title: Chief Financial Officer




12/11/2021




CHROMADEX ANALYTICS, INC., A NEVADA CORPORATION




By /s/ Kevin Farr    
Name: Kevin Farr
Title: Chief Financial Officer




Address for Notices:
c/o Chromadex Corporation 10900 Wilshire Blvd., Suite 650 Los Angeles, California 90024 Email:
Attn:






  12/11/2021



LENDER:


WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION




By /s/ Victor Le    

Name: Victor Le Title: Senior Director




12/11/2021




Address for Notices: WESTERN ALLIANCE BANK
600 Anton Blvd., Suite 150 Costa Mesa, CA 92626 Email: 
Attn: