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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the Agreement )
is made as of August 15, 2019 by and among ChromaDex Corporation, a
corporation organized and existing under the laws of the State of
Delaware (the Company ),
and the several purchasers signatory hereto (each, a Purchaser
and collectively, the Purchasers ).
Company and the Purchasers are parties to a Securities Purchase
Agreement, dated as of August 13, 2019 (the Purchase
pursuant to which the Purchasers are purchasing up to an aggregate
of 1,567,748 shares of Common Stock; and
connection with the consummation of the transactions contemplated
by the Purchase Agreement, and pursuant to the terms of the
Purchase Agreement, the parties desire to enter into this Agreement
in order to grant certain rights to the Purchasers as set forth
THEREFORE, in consideration of the covenants and promises set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
Definitions. Unless the context otherwise requires, the
following terms, for all purposes of this Agreement, shall have the
meanings specified in this Section 1.
has the meaning set forth in Rule 12b-2 of the rules and
regulations promulgated under the Exchange Act; provided,
for purposes of this Agreement, each Purchaser and its Affiliates,
on the one hand, and the Company and its Affiliates, on the other,
shall not be deemed to be Affiliates
of one another nor any other Purchaser and its
Delay has the meaning
set forth in Section 2.1(b)(ii).
means the board of directors of the Company.
meaning ascribed to such term in the Purchase
shares of the common stock, par value $0.001 per share, of the
date that a Registration Statement filed pursuant to Section 2.1(a)
is first declared effective by the SEC.
with respect to the Shelf Registration Statement or New
Registration Statement, the ninetieth (90th) calendar day following
the Closing Date (or, in the event the SEC reviews and has written
comments to the Shelf Registration Statement or the New
hundred twentieth (120th) calendar day following the Closing Date);
provided, however, that if the Company is notified by the SEC that
the Shelf Registration Statement or the New Registration Statement
will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Deadline as to such Shelf Registration
Statement shall be the fifth (5th) Business Day following the date
on which the Company is so notified if such date precedes the dates
otherwise required above; provided, further, that if the
Effectiveness Deadline falls on a Saturday, Sunday or other day
that the SEC is closed for business, the Effectiveness Deadline
shall be extended to the next Business Day on which the SEC is open
for business; provided, further, that if the SEC is closed for
operations due to a government shutdown, the Effectiveness Deadline
shall be extended by the same amount of days that the SEC remains
closed for operations.
Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
meaning set forth in Section 2.1(a).
means the Financial Industry Regulatory Authority.
form under the Securities Act as in effect on the date hereof or
any successor or similar registration form under the Securities Act
subsequently adopted by the Commission that permits inclusion or
incorporation of substantial information by reference to other
documents filed by the Company with the Commission.
an issuer free writing prospectus, as defined in Rule 433 under the
Securities Act, relating to an offer of Registrable
means any Purchaser owning or having the right to acquire
Registrable Securities.
meaning set forth in Section 2.1(c).
meaning set forth in Section 2.1(a).
respect to any registration, any Holder of Registrable Securities
covered by the applicable Registration Statement.
has the meaning ascribed to such term in the Purchase
means the prospectus included in any Registration Statement, all
amendments and supplements to such prospectus, including pre- and
post-effective amendments to such Registration Statement, and all
other material incorporated by reference in such
refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act, and
the declaration or ordering of effectiveness of such registration
statement or document.
the Shares issued at the Closing (as defined in the Purchase
Agreement) and any Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, such Shares.
Notwithstanding the foregoing, Shares shall cease to be Registrable
Securities for all purposes hereunder upon the earliest to occur of
the following: (A) the sale by any Person of such Shares to the
public either pursuant to a registration statement under the
Securities Act or under
144 (in which case, only such Shares sold shall cease to be
Registrable Securities) or (B) such Shares becoming eligible for
sale by the Holder pursuant to Rule 144 without
any registration statement of the Company that covers Registrable
Securities pursuant to the provisions of this Agreement filed with,
or to be filed with, the SEC under the rules and regulations
promulgated under the Securities Act, including the related
Prospectus, amendments and supplements to such registration
statement, including pre- and post-effective amendments, and all
exhibits and all material incorporated by reference in such