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REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is made as of

Key Takeaway: REGISTRATION RIGHTS AGREEMENT (the Agreement ) is made as of April 29, 2017 by and among ChromaDex Corporation, a corporation organized and existing under the laws of the State of Delaware (the several purchasers signatory hereto (each, a Purchaser and collectively, the Purch

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REGISTRATION RIGHTS AGREEMENT (the Agreement ) is made as of
April 29, 2017 by and among ChromaDex Corporation, a corporation
organized and existing under the laws of the State of Delaware (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 April 26, 2017 (the Purchase Agreement ),
pursuant to which the Purchasers are purchasing up to an aggregate
of 9,615,385 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:
Certain Definitions. Unless the
context otherwise requires, the following terms, for all purposes
of this Agreement, shall have the meanings specified in this
meaning set forth in Rule 12b-2 of the rules and regulations
promulgated under the Exchange Act; provided, however, that for purposes of
this Agreement, the Purchasers and their Affiliates, on the one
hand, and the Company and its Affiliates, on the other, shall not
be deemed to be Affiliates of one
Allowed Delay has the
meaning set forth in Section 2.1(b)(ii).
Board means the board of
directors of the Company.
Business Days has the
meaning ascribed to such term in the Purchase
Closing Date has the
meaning ascribed to such term in the Purchase
shares of the common stock, par value $0.001 per share, of the
Effective Date means the
date that a Registration Statement filed pursuant to Section 2.1(a)
is first declared effective by the SEC.
Effectiveness Deadline
means, with respect to each Shelf Registration Statement or New
Registration Statement, the ninetieth (90th) calendar day following
the applicable Closing Date (or, in the event the SEC reviews and
has written comments to the Shelf Registration Statement or the New
Registration Statement, the one hundred twentieth (120th) calendar
day following the applicable 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
Exchange Act means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
Filing Deadline has the
meaning set forth in Section 2.1(a).
Financial Industry Regulatory Authority.
Form S-3 means such 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.
Free Writing Prospectus
means an issuer free writing prospectus, as defined in Rule 433
under the Securities Act, relating to an offer of Registrable
Purchaser owning or having the right to acquire Registrable
Liquidated Damages has
the meaning set forth in Section 2.1(c).
Nasdaq has the meaning
ascribed to such term in the Purchase Agreement.
Statement has the meaning set forth in Section
Participating Holder
means with respect to any registration, any Holder of Registrable
Securities covered by the applicable Registration
Person has the meaning
ascribed to such term in the Purchase Agreement.
collectively, the Shares.
Prospectus 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
registration 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.
Registrable Second Closing
Securities means the PIPE Shares issued at the First
Closing (as defined in the Purchase Agreement) and, as applicable,
the Second 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 PIPE Shares. Notwithstanding the
foregoing, PIPE Shares shall cease to be Registrable Securities for
Last updated: Apr 29, 2017