BUSINESS FINANCING AGREEMENT
Exhibit 10.60
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Borrowers:
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CHROMADEX CORPORATION,
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Lender:
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WESTERN ALLIANCE BANK,
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a Delaware corporation
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an Arizona corporation | |
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00 Xxxxxxx Xxxxxxxxx, Xxxxx 000
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CHROMADEX, INC.,
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Xxx Xxxx, XX 00000
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a California corporation
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CHROMADEX ANALYTICS, INC.,
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a Nevada corporation
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SPHERIX CONSULTING, INC.,
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a Delaware corporation
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00000 Xxxxxxxxx Xxxx., Xxxxx X
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Xxxxxx, XX 00000
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This
BUSINESS FINANCING AGREEMENT, dated as of November 4, 2016, is made
and entered into between WESTERN ALLIANCE BANK, an Arizona
corporation (“Lender”)
and CHROMADEX CORPORATION, a Delaware corporation, CHROMADEX, INC.,
a California corporation, CHROMADEX ANALYTICS, INC., a Nevada
corporation and SPHERIX CONSULTING, INC., a Delaware corporation
(each, a “Borrower”
and collectively, “Borrowers”)
on the following terms and conditions:
1.
REVOLVING CREDIT LINE.
1.1
Advances. Subject to the terms and conditions of this
Agreement, from the date on which this Agreement becomes effective
until the Maturity Date, Lender will make Advances to Borrowers not
exceeding the Credit Limit or the Borrowing Base, whichever is
less; provided that in no event shall Lender be obligated to make
any Advance that results in an Overadvance or while any Overadvance
is outstanding. Amounts borrowed under this Section may be repaid
and subject to the terms and conditions hereof reborrowed during
the term of this Agreement. It shall be a condition to each Advance
that (a) an Advance Request acceptable to Lender has been received
by Lender, (b) all of the representations and warranties set
forth in Section 3 are true and correct in all material
respects on the date of such Advance as though made at and as of
each such date, and (c) no Default has occurred and is
continuing, or would result from such Advance.
1.2
Advance Requests. A Borrower may request that Lender make an Advance
by delivering to Lender an Advance Request therefor and Lender
shall be entitled to rely on all the information provided by
Borrowers to Lender on or with the Advance Request. Lender may
honor Advance Requests, instructions or repayments given by any
Borrower (if an individual) or by any Authorized Person. So
long as all of the conditions for an Advance set forth herein have
been satisfied, Lender shall fund such Advance into
Borrowers’ Account within one business day of Lender's
receipt of the applicable Advance Request.
1.3
Due Diligence. Lender may audit
Borrowers’ Receivables/Eligible Inventory and any and all
records pertaining to the Collateral, at Lender’s sole
discretion (subject to the following provisions) and at Borrowers
expense. The first such audit shall be
completed prior to the first Advance being made and no less often
than annually thereafter. Lender may at any time and from
time to time contact Account Debtors and other persons obligated or
knowledgeable in respect of Receivables/Eligible Inventory to,
among other things, confirm the Receivable Amount of such
Receivables/Eligible Inventory, to determine whether
Receivables/Eligible Inventory constitute Eligible Receivables or
the value of the Eligible Inventory, and for any other purpose in
connection with this Agreement. If any of the Collateral or
Borrowers’ books or records pertaining to the Collateral are
in the possession of a third party, Borrowers authorize that third
party to permit Lender or its agents to have access to perform
inspections or audits thereof and to respond to Lender's requests
for information concerning such Collateral and
records.
-1-
1.4
Collections.
(a)
Lender shall have
the exclusive right to receive all Collections on all Receivables.
Borrowers shall, within 60 days of the date of this Agreement,
(i) notify, transfer and deliver to Lender all Collections
Borrowers receive for deposit into the Collection Account, (ii)
deliver to Lender a detailed cash receipts journal on Friday of
each week until the Lockbox is operational, and (iii) immediately
enter into a collection services agreement acceptable to Lender
(the “Lockbox
Agreement”) pursuant to which all Collections received
in the Lockbox shall be deposited into the Collection Account.
Borrowers shall use the Lockbox address as the remit to and payment
address for all of Borrowers’ Collections from Account
Debtors, and within 60 days of the date of this Agreement,
Borrowers shall instruct all Account Debtors to make payments
either directly to the Lockbox for deposit by Lender directly to
the Collection Account, or instruct them to deliver such payments
to Lender by wire transfer, ACH, or other means as Lender may
direct for deposit to the Lockbox or Collection Account. It will be
considered an immediate Event of Default if this does not occur or
the Lockbox is not operational within 60 days of the date of this
Agreement.
(b)
At Lender’s
option, Lender may either (i) transfer all Collections deposited
into the Collection Account to Borrowers’ Account, or (ii)
apply the Collections deposited into the Collection Account to the
outstanding Account Balance, in either case, within three business
days of the date received; provided that upon the occurrence and
during the continuance of any Default, Lender may apply all
Collections to the Obligations in such order and manner as Lender
may determine. Lender has no duty to do any act other than to apply
such amounts as required above. If an item of Collections is not
honored or Lender does not receive good funds for any reason, any
amount previously transferred to Borrowers’ Account or
applied to the Account Balance shall be reversed as of the date
transferred or applied, as applicable, and, if applied to the
Account Balance, the Finance Charge will accrue as if the
Collections had not been so applied. Lender shall have, with
respect to any goods related to the Receivables, all the rights and
remedies of an unpaid seller under the UCC and other applicable
law, including the rights of replevin, claim and delivery,
reclamation and stoppage in transit.
-2-
1.5
Receivables Activity Report. Within 30
days after the end of each Month End, Lender shall send to
Borrowers a report covering the transactions for the prior billing
period, including the amount of all Advances, Collections,
Adjustments, Finance Charges, and other fees and charges. The
accounting shall be deemed correct and conclusive unless a Borrower
makes a written objection to Lender within 30 days after Lender
sends the accounting to Borrowers.
1.6
Adjustments. In the event any Adjustment
or dispute is asserted by any Account Debtor, Borrowers shall
promptly advise Lender and shall, subject to Lender’s
approval, resolve such disputes and advise Lender of any
Adjustments; provided that in no case will
the aggregate Adjustments made with respect to all Receivables
exceed $50,000 in the aggregate in any calendar month unless
Borrowers have obtained the prior written consent of Lender. So
long as any Obligations are outstanding, Lender shall have the
right, at any time, to take possession of any rejected, returned,
or recovered personal property. If such possession is not taken by
Lender, Borrowers shall, if requested by Lender, resell such
returned, rejected or recovered personal property for
Lender’s account at Borrowers’ expense with the
proceeds made payable to Lender. While Borrowers retain possession
of any returned goods, Borrowers shall, if requested by Lender,
segregate said goods and xxxx them as property of
Lender.
1.7
Recourse; Maturity. Advances and the
other Obligations shall be with full recourse against Borrowers. On
the Maturity Date, Borrowers will pay all then outstanding Advances
and other Obligations to Lender or such earlier date as shall be
herein provided.
1.8
Letter of Credit Line. Subject to the
terms and conditions of this Agreement, Lender hereby agrees to
issue or cause an Affiliate to issue letters of credit for the
account of any Borrower (each, a "Letter of
Credit" and collectively, "Letters of
Credit") from time to time; provided that (a) the Letter of
Credit Obligations shall not at any time exceed the Letter of
Credit Sublimit and (b) the Letter of Credit Obligations will be
treated as Advances for purposes of determining availability under
the Credit Limit and shall decrease, on a dollar-for-dollar basis,
the amount available for other Advances. The form and substance of
each Letter of Credit shall be subject to approval by Lender, in
its sole discretion. Each Letter of Credit shall be subject to the
additional terms of the Letter of Credit agreements, applications
and any related documents required by Lender in connection with the
issuance thereof (each, a "Letter of Credit
Agreement"). Each draft paid under any Letter of Credit
shall be repaid by Borrowers in accordance with the provisions of
the applicable Letter of Credit Agreement. No Letter of Credit
shall be issued that results in an Overadvance or while any
Overadvance is outstanding. Upon the Maturity Date, the amount of
Letters of Credit Obligations shall be secured by unencumbered cash
on terms acceptable to Lender if the term of this Agreement is not
extended by Lender.
1.9
Cash Management Services. Borrowers may
use availability hereunder up to the Cash Management Sublimit for
Lender's cash management services, which may include merchant
services, direct deposit of payroll, business credit card, and
check cashing services identified in various cash management
services agreements related to such services (the "Cash Management
Services"). The entire Cash Management Sublimit will be
treated as an Advance for purposes of determining availability
under the Credit Limit and shall decrease, on a dollar-for-dollar
basis, the amount available for other Advances. The Cash Management
Services shall be subject to additional terms set forth in
applicable cash management services agreements.
1.10
Foreign Exchange Facility. Any Borrower
may enter in foreign exchange forward contracts with Lender under
which such Borrower commits to purchase from or sell to Lender a
set amount of foreign currency more than one business day after the
contract date (the "FX Forward
Contract"). The total FX Forward Contracts at any one time
may not exceed 10 times the amount of the FX Sublimit. 10% of the
amount of each outstanding FX Forward Contract shall be treated as
an Advance for purposes of determining availability under the
Credit Limit and shall decrease, on a dollar-for-dollar basis, the
amount available for other Advances. Lender may terminate the FX
Forward Contracts if an Event of Default occurs. Each FX Forward
Contract shall be subject to additional terms set forth in the
applicable FX Forward Contract or other agreements executed in
connection with the foreign exchange facility.
1.11
Overadvances. Upon any occurrence of an
Overadvance, Borrowers shall immediately pay down the Advances such
that, after giving effect to such payments, no Overadvance
exists.
2.
FEES AND FINANCE CHARGES.
2.1
Finance Charges. Lender may, but is not
required to, deduct the amount of accrued Finance Charge from
Collections received by Lender. The accrued and unpaid Finance
Charge shall be due and payable within 10 calendar days after each
Month End during the term hereof.
-3-
(a)
Termination Fee. In the event this
Agreement is terminated prior to the first anniversary of the date
of this Agreement, Borrowers shall pay the Termination Fee to
Lender, provided that such Termination Fee shall be waived in the
event that Borrower refinances with Lender or Lender’s
Affiliates;
(b)
Facility Fee. Borrowers shall pay the
Facility Fee to Lender promptly upon the execution of this
Agreement and annually thereafter. Lender acknowledges receipt of a
good faith deposit from Borrowers in the amount of $25,000 which
shall be used to cover Lender’s diligence expenses incurred
through the Closing Date with the remainder (if any) to be applied
to the Facility Fee.
(c)
Letter of Credit Fees. Borrowers shall
pay to Lender fees upon the issuance of each Letter of Credit, upon
the payment or negotiation of each draft under any Letter of Credit
and upon the occurrence of any other activity with respect to any
Letter of Credit (including without limitation, the transfer,
amendment or cancellation of any Letter of Credit) determined in
accordance with Lender's standard fees and charges then in effect
for such activity.
(d)
Maintenance Fee. The accrued and unpaid
Maintenance Fee shall be due and payable within 10 calendar days
after each Month End during the term hereof.
(e)
Cash Management and FX Forward Contract
Fees. Borrowers shall pay to Lender fees in connection with
the Cash Management Services and the FX Forward Contracts as
determined in accordance with Lender’s standard fees and
charges then in effect for such activity.
(f)
Due Diligence Fee. Borrowers shall pay
the Due Diligence Fee to Lender promptly upon the execution of this
Agreement and on the first anniversary of this
Agreement.
3.
REPRESENTATIONS AND WARRANTIES. Each
Borrower represents and warrants:
3.1
No representation,
warranty or other statement of Borrower in any certificate or
written statement given to Lender contains any untrue statement of
a material fact or omits to state a material fact necessary to make
the statement contained in the certificates or statement not
misleading.
3.2
Borrower is duly
existing and in good standing in its state of formation and
qualified and licensed to do business in, and in good standing in,
any state in which the conduct of its business or its ownership of
property requires that it be qualified.
3.3
The execution,
delivery and performance of this Agreement has been duly
authorized, and does not conflict with Borrower’s
organizational documents, nor constitute an Event of Default under
any material agreement by which Borrower is bound. Borrower is not
in default under any agreement to which or by which it is
bound.
3.4
Borrower has good
title to the Collateral and all inventory is in all material
respects of good and marketable quality, free from material
defects.
3.5
Borrower’s
name, form of organization, chief executive office, and the place
where the records concerning all Receivables and Collateral are
kept is set forth at the beginning of this Agreement,
Borrower’s chief executive office is located at its address
for notices set forth in this Agreement.
3.6
If Borrower owns,
holds or has any interest in, any copyrights (whether registered,
or unregistered), patents or trademarks, and licenses of any of the
foregoing, such interest has been specifically disclosed and
identified to Lender in writing.
4.
MISCELLANEOUS PROVISIONS. Each Borrower
will:
4.1
Maintain its
corporate existence and good standing in its jurisdictions of
incorporation and maintain its qualification in each jurisdiction
necessary to Borrower's business or operations and not merge or
consolidate with or into any other business organization, or
acquire all or substantially all of the capital stock or property
of a third party, unless (i) any such acquired entity becomes a
“borrower” under this Agreement and (ii) Lender has
previously consented to the applicable transaction in
writing.
4.2
Give Lender at
least 30 days prior written notice of changes to its name, or state
of organization, and 15 days’ prior written notice of changes
to its chief executive office or location of records.
4.3
Pay all its taxes
including gross payroll, withholding and sales taxes when due and
will deliver satisfactory evidence of payment to Lender if
requested, provided that Borrower need not make any payment if the
amount or validity of such payment is contested in good faith by
appropriate proceedings and is reserved against (to the extent
required by generally accepted accounting principles) by Borrower,
and, by reason of such contest or nonpayment, no property is
subject to a risk of loss or forfeiture.
-4-
4.4
Maintain:
(a)
insurance
satisfactory to Lender as to amount, nature and carrier covering
property damage (including loss of use and occupancy) to any of
Borrower's properties, business interruption insurance, public
liability insurance including coverage for contractual liability,
product liability and workers' compensation, and any other
insurance which is usual for Borrower's business. Each such policy
shall provide for at least thirty (30) days prior notice to Lender
of any cancellation thereof (other than cancellation due to
non-payment of premium, which shall require ten (10) days’
prior notice to Lender).
(b)
all risk property
damage insurance policies (including without limitation windstorm
coverage, and hurricane coverage as applicable) covering the
tangible property comprising the collateral. Each insurance policy
must be for the full replacement cost of the collateral and include
a replacement cost endorsement, or in an amount acceptable to
Lender. The insurance must be issued by an insurance company
acceptable to Lender and must include a lender's loss payable
endorsement in favor of Lender in a form acceptable to
Lender.
Upon
the request of Lender, Borrower shall deliver to Lender a copy of
each insurance policy, or, if permitted by Lender, a certificate of
insurance listing all insurance in force.
4.5
Immediately
transfer and deliver to Lender all Collections Borrower
receives.
4.6
Not create, incur,
assume, or be liable for any indebtedness, other than Permitted
Indebtedness.
4.7
Immediately notify
Lender if Borrower hereafter obtains any interest in any
copyrights. With delivery of each Compliance Certificate, notify
Lender if Borrower hereafter obtains any interest in any patents,
trademarks or licenses that are significant in value or are
material to the conduct of its business.
4.8
Provide the
following financial information and statements in form and content
acceptable to Lender, and such additional information as requested
by Lender from time to time. Lender has the right to require
Borrower to deliver financial information and statements to Lender
more frequently than otherwise provided below, and to use such
additional information and statements to measure any applicable
financial covenants in this Agreement.
(a)
Within 120 days of
the Borrower’s fiscal year end, the annual financial
statements of Borrower, certified and dated by an authorized
financial officer. These financial statements must be audited (with
an opinion satisfactory to Lender) by a Certified Public Accountant
acceptable to Lender. The statements shall be prepared on a
consolidated basis.
(b)
No later than 30 days after the end of each Month
End (including the last period in each fiscal year), monthly
financial statements of Borrower, certified and dated by an
authorized financial officer. The statements shall be prepared on a
consolidated, and consolidating (if applicable),
basis.
(c)
Promptly, upon
sending or receipt, copies of any management letters and
correspondence relating to management letters, sent or received by
Borrower to or from Borrower's auditor. If no management letter is
prepared, Borrower shall, upon Lender's request, obtain a letter
from such auditor stating that no deficiencies were noted that
would otherwise be addressed in a management letter.
(d)
If applicable,
copies of the Form 10-K Annual Report, Form 10-Q Quarterly Report
and Form 8-K Current Report for Borrower concurrent with the date
of filing with the Securities and Exchange Commission.
(e)
Board-approved
financial projections covering a time period acceptable to Lender
and specifying the assumptions used in creating the projections.
Board-approved annual projections shall in any case be provided to
Lender no less than 30 days after the beginning of each fiscal
year.
(f)
Within 15 days of
filing (including the filing of any request for an extension),
copies of all business tax returns, which must be prepared by a
Certified Public Accountant acceptable to Lender.
(g)
Within 30 days of
each Month End, a
Compliance Certificate of Borrower, signed by an authorized
financial officer and setting forth (i) the information and
computations (in sufficient detail) to establish compliance with
all financial covenants at the end of the period covered by the
financial statements then being furnished and (ii) whether there
existed as of the date of such financial statements and whether
there exists as of the date of the certificate, any default under
this Agreement and, if any such default exists, specifying the
nature thereof and the action Borrower is taking and proposes to
take with respect thereto.
(h)
Within 15 days after each Month End, a
borrowing base certificate, in form and substance satisfactory to
Lender, setting forth Eligible
Receivables and Receivable Amounts thereof and Eligible
Inventory as of the last day of the preceding calendar
month.
-5-
(i)
Within 15 days after each Month End, a
detailed aging of Borrower’s Receivables by invoice or a
summary aging by account debtor, together with payable aging, inventory analysis, deferred
revenue report, cash receipts journal, sales journal, and such
other matters as Lender may request.
(j)
Promptly upon
Lender's request, such other books, records, statements, lists of
property and accounts, budgets, forecasts or reports as to Borrower
and as to each guarantor of Borrower's obligations to Lender as
Lender may reasonably request.
(k)
Notwithstanding the
foregoing or anything to the contrary herein, documents required to
be delivered pursuant to the term of this Agreement (to the extent
any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date on which Borrower
delivers to Lender a functioning link to the public filing of such
documents on the internet at Borrower’s website
address.
4.9
Maintain its
depository, operating and investment accounts with Lender; provided
that, for a period of time not to exceed 60 days after the Closing
Date, Borrowers may maintain up to 10% of the aggregate amount of
all their cash and cash equivalents in accounts with financial
institutions other than Lender so long as (i) such accounts are
closed and all funds therein transferred to Lender within 60 days
of the Closing Date and (ii) any funds in excess of the 10%
threshold set forth above deposited into Borrower’s accounts
at other financial institutions are transferred to Borrower’s
accounts with Lender within 2 business days of Borrower’s
receipt of the same.
4.10
Provide to Lender
promptly upon the execution hereof, the following documents which
shall be in form satisfactory to Lender: (i) copies of all (x)
property policies with a lender’s loss payable endorsement
showing Lender as loss payee; and (y) liability policies with
endorsements showing Lender as an additional insured, (ii) an
insurance authorization letter duly executed by Chromadex, Inc. on
behalf of all Borrowers, (iii) resolutions to borrow duly executed
by an Authorized Person of each Borrower, (iv) an intellectual
property security agreement duly executed by each Borrower, (v) a
landlord’s waiver for each of the following leased locations:
00000 Xxxxxxxxx Xxxx., Xxxxx X, Xxxxxx, XX 00000; 0000 Xxxxxxxxxx
Xxxxx, Xxxxxxx, XX 00000; and 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000; (vi) a bailee’s waiver from Westset
Logistics for the location at 00000 Xxxxxxxxx Xxx., Xx Xxxxxx, XX
00000 and (vii) an audit of Borrowers’ Receivables and
inventory and any and all records pertaining to the Collateral, at
Borrower’s expense.
4.11
Promptly provide to
Lender such additional information and documents regarding the
finances, properties, business or books and records of Borrower or
any guarantor or any other obligor as Lender may
request.
4.12
Maintain
Borrowers’ financial condition as follows in accordance with
GAAP, subject to customary adjustments, and used consistently with
prior practices (except to the extent modified by the definitions
herein):
(a)
Quick Ratio, at all
times, but tested at each Month End, not less than 0.8 to
1.0.
(b)
EBDAS (measured on
a trailing 12 month basis) of at least 50% of the amount projected
in Borrowers’ projections (approved by Borrowers’ board
of directors) with respect to any fiscal quarter of
Borrowers.
(c)
Revenue (measured
on a trailing 12 month basis) of at least 50% of the sales
projections approved by Borrower’s board of directors with
respect to any fiscal quarter of Borrowers.
4.13
Not
make or contract to make, without Lender’s prior written
consent, capital expenditures, including leasehold improvements, in
any fiscal year in excess of $500,000 or incur liability for
rentals of property (including both real and personal property) in
an amount which, together with capital expenditures, shall in any
fiscal year exceed such sum.
5.
SECURITY INTEREST. To secure the prompt
payment and performance to Lender of all of the Obligations, each
Borrower hereby grants to Lender a continuing security interest in
the Collateral. No Borrower is authorized to sell, assign, transfer
or otherwise convey any Collateral without Lender’s prior
written consent, except for the sale of finished inventory in
Borrowers’ usual course of business and Permitted Transfers.
Each Borrower agrees to sign any instruments and documents
requested by Lender to evidence, perfect, or protect the interests
of Lender in the Collateral. Each Borrower agrees to deliver to
Lender, promptly upon Lender’s request, the originals of all
instruments, chattel paper and documents evidencing or related to
Receivables and Collateral. No Borrower shall grant or permit any
lien or security in the Collateral or any interest therein other
than Permitted Liens.
6.
POWER OF ATTORNEY. Each Borrower
irrevocably appoints Lender and its successors as true and lawful
attorney in fact, and authorizes Lender (a) to, whether or not
there has been an Event of Default, (i) demand, collect, receive,
xxx, and give releases to any Account Debtor for the monies due or
which may become due upon or with respect to the Receivables and to
compromise, prosecute, or defend any action, claim, case or
proceeding relating to the Receivables, including the filing of a
claim or the voting of such claims in any bankruptcy case, all in
Lender’s name or Borrower’s name, as Lender may choose;
(ii) prepare, file and sign Borrower’s name on any notice,
claim, assignment, demand, draft, or notice of or satisfaction of
lien or mechanics’ lien or similar document; (iii) notify all
Account Debtors with respect to the Receivables to pay Lender
directly; (iv) receive and open all mail addressed to Borrower for
the purpose of collecting the Receivables; (v) endorse
Borrower’s name on any checks or other forms of payment on
the Receivables; (vi) execute on behalf of Borrower any and all
instruments, documents, financing statements and the like to
perfect Lender’s interests in the Receivables and Collateral;
(vii) debit any Borrower’s deposit accounts maintained with
Lender for any and all Obligations due under this Agreement; and
(viii) do all acts and things necessary or expedient, in
furtherance of any such purposes, and (b) to, upon the occurrence
and during the continuance of an Event of Default, sell, assign,
transfer, pledge, compromise, or discharge the whole or any part of
the Receivables. Upon the occurrence and continuation of an Event
of Default, all of the power of attorney rights granted by Borrower
to Lender hereunder shall be applicable with respect to all
Receivables and all Collateral.
-6-
7.
DEFAULT AND REMEDIES.
7.1
Events of Default. The occurrence of any
one or more of the following shall constitute an Event of Default
hereunder.
(a)
Failure to
Pay. Borrowers fail to make a payment when due under this
Agreement.
(b)
Lien
Priority. Lender fails to have an enforceable first lien
(except for any prior liens to which Lender has consented in
writing and for Permitted Liens which may pursuant to this
Agreement or operation of law have priority over Lender’s
liens) on or security interest in the Collateral.
(c)
False
Information. Any Borrower (or any guarantor) has given
Lender any materially false or misleading information or
representations or has failed to disclose any material fact
relating to the subject matter of this Agreement as of the date
made or deemed made.
(d)
Bankruptcy.
Any Borrower (or any guarantor) files a bankruptcy petition, a
bankruptcy petition is filed against any Borrower (or any
guarantor) or any Borrower (or any guarantor) makes a general
assignment for the benefit of creditors, in each case that is not
dismissed or stayed within 45 days (provided that no credit
extensions will be made prior to the dismissal of such
proceeding).
(e)
Receivers. A
receiver or similar official is appointed for a substantial portion
of any Borrower’s (or any guarantor’s) business, or the
business is terminated, that is not dismissed or stayed within 45
days (provided that no credit extensions will be made prior to the
dismissal of such proceeding).
(f)
Judgments.
Any judgments or arbitration awards (not covered by
Borrower’s insurance) are entered against any Borrower (or
any guarantor), or any Borrower (or any guarantor) enters into any
settlement agreements with respect to any litigation or arbitration
and the amount of any such judgments, award or agreement exceeds
$250,000.
(g)
Material Adverse
Change. Means a material adverse change on (i) the business
operations, condition (financial or otherwise) of Borrowers and
their subsidiaries taken as a whole or (ii) the ability of
Borrowers to repay the Obligations or otherwise perform their
obligations hereunder or (iii) the value or priority of
Lender’s security interests in the Collateral.
(h)
Cross-default.
Any default occurs under any agreement in connection with any
indebtedness any Borrower (or any guarantor) has obtained from
anyone other than Lender or which any Borrower (or any guarantor)
has guaranteed resulting in a right by such third party or parties,
whether or not exercised, to accelerate the maturity of any
indebtedness in an amount in excess of $250,000 (in each case,
other than trade amounts payable incurred in the ordinary course of
business and not more than 90 days past due).
(i)
Default under
Related Documents. Any default occurs (and is not cured
within the cure period (if any) provided in such other agreement)
under any guaranty, subordination agreement, security agreement,
deed of trust, mortgage, or other document required by or delivered
in connection with this Agreement or any such document is no longer
in effect unless terminated by written agreement of the
parties.
(j)
Other
Agreements. Any Borrower (or any guarantor) fails to meet
the conditions of, or fails to perform any obligation under any
other agreement any Borrower (or any guarantor) has with Lender or
any Affiliate of Lender and such failure is not cured within the
cure period (if any) provided in such agreement.
(k)
Change of
Control. A transaction, other than a bona fide equity
financing or series of financings on terms and from investors
reasonably acceptable to Lender, occurs in which any
“person” or “group” (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended) becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of a sufficient number of shares
of all classes of stock then outstanding of ChromaDex Corporation
ordinarily entitled to vote in the election of directors,
empowering such “person” or “group” to
elect a majority of the Board of Directors of ChromaDex
Corporation, who did not have such power before such
transaction.
(l)
Other Breach Under
Agreement. Any Borrower fails to meet the conditions of, or
fails to perform any obligation under, any term of this Agreement
not specifically referred to above and Borrower has failed to cure
such default within 10 business days after Borrower receives notice
thereof or any officer of Borrower becomes aware thereof; provided,
however, that if the default cannot by its nature be cured within
the 10 business day period or cannot after diligent attempts by
Borrower be cured within such 10 business day period, and such
default is likely to be cured within a reasonable time, then
Borrower shall have an additional reasonable period (which shall
not in any case exceed 30 days) to attempt to cure such default,
and within such reasonable time period the failure to have cured
such default shall not be deemed an Event of Default but no credit
extensions will be made hereunder.
7.2
Remedies. Upon the occurrence of an Event of Default,
(1) without implying any obligation to do so, Lender may cease
making Advances or extending any other financial accommodations to
Borrowers; (2) all or a portion of the Obligations shall be,
at the option of and upon demand by Lender, or with respect to an
Event of Default described in Section 7.1(e), automatically and
without notice or demand, due and payable in full; and
(3) Lender shall have and may exercise all the rights and
remedies under this Agreement and under applicable law, including
the rights and remedies of a secured party under the UCC, all the
power of attorney rights described in Section 6 with respect to all
Collateral, and the right to collect, dispose of, sell, lease, use,
and realize upon all Receivables and all Collateral in any
commercially reasonable manner.
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8.
ACCRUAL OF INTEREST. All interest and
finance charges hereunder calculated at an annual rate shall be
based on a year of 360 days, which results in a higher effective
rate of interest than if a year of 365 or 366 days were used.
Lender may charge interest, finance charges and fees based upon the
projected amounts thereof as of the due dates therefor, and adjust
subsequent charges to account for the actual accrued amounts. If
any amount due under Section 2.2, amounts due under Section 9, and any
other Obligations not otherwise bearing interest hereunder is not
paid when due, such amount shall bear interest at a per annum rate
equal to the Finance Charge Percentage until the earlier of
(i) payment in good funds or (ii) entry of a trial
judgment thereof, at which time the principal amount of any money
judgment remaining unsatisfied shall accrue interest at the highest
rate allowed by applicable law.
9.
FEES, COSTS AND EXPENSES;
INDEMNIFICATION. Borrowers will pay to Lender upon demand
all fees, costs and expenses (including fees of attorneys and
professionals and their costs and expenses) that Lender incurs or
may from time to time impose in connection with any of the
following: (a) preparing, negotiating, administering, and
enforcing this Agreement or any other agreement executed in
connection herewith, including any amendments, waivers or consents
in connection with any of the foregoing, (b) any litigation or
dispute (whether instituted by Lender, Borrowers or any other
person) in any way relating to the Receivables, the Collateral,
this Agreement or any other agreement executed in connection
herewith or therewith, (c) enforcing any rights against any
Borrower or any guarantor, or any Account Debtor,
(d) protecting or enforcing its interest in the Receivables or
the Collateral, (e) collecting the Receivables and the
Obligations, or (f) the representation of Lender in connection
with any bankruptcy case or insolvency proceeding involving any
Borrower, any Receivable, the Collateral, any Account Debtor, or
any guarantor. Borrowers shall indemnify and hold Lender harmless
from and against any and all claims, actions, damages, costs,
expenses, and liabilities of any nature whatsoever arising in
connection with any of the foregoing.
10.
INTEGRATION, SEVERABILITY WAIVER, CHOICE OF
LAW, FORUM AND VENUE.
10.1
This Agreement and
any related security or other agreements required by this
Agreement, collectively: (a) represent the sum of the
understandings and agreements between Lender and Borrowers
concerning this credit; (b) replace any prior oral or written
agreements between Lender and Borrowers concerning this credit; and
(c) are intended by Lender and Borrowers as the final,
complete and exclusive statement of the terms agreed to by them. In
the event of any conflict between this Agreement and any other
agreements required by this Agreement, this Agreement will prevail.
If any provision of this Agreement is deemed invalid by reason of
law, this Agreement will be construed as not containing such
provision and the remainder of the Agreement shall remain in full
force and effect. Lender retains all of its rights, even if it
makes an Advance after a default. If Lender waives a default, it
may enforce a later default. Any consent or waiver under, or
amendment of, this Agreement must be in writing, and no such
consent, waiver, or amendment shall imply any obligation by Lender
to make any subsequent consent, waiver, or amendment.
10.2
THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA. THE PARTIES HERETO AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA,
CALIFORNIA. EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
AND STIPULATES THAT THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF SANTA CLARA, CALIFORNIA SHALL HAVE IN PERSONAM
JURISDICTION AND VENUE OVER EACH SUCH PARTY FOR THE PURPOSE OF
LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT, OR ANY OTHER RELATED DOCUMENTS.
SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY
ACTION AGAINST ANY BORROWER MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS SPECIFIED FOR
NOTICES PURSUANT TO SECTION 11.
11.
NOTICES; TELEPHONIC AND TELEFAX
AUTHORIZATIONS. All notices shall be given to Lender and
Borrowers at the addresses or faxes set forth on the signature page
of this agreement and shall be deemed to have been delivered and
received: (a) if mailed, three (3) calendar days after
deposited in the United States mail, first class, postage pre-paid,
(b) one (1) calendar day after deposit with an overnight mail
or messenger service; or (c) on the same date of confirmed
transmission if sent by hand delivery, telecopy, telefax or telex.
Lender may honor telephone or telefax instructions for Advances or
repayments given, or purported to be given, by any one of the
Authorized Persons. Borrowers will indemnify and hold Lender
harmless from all liability, loss, and costs in connection with any
act resulting from telephone or telefax instructions Lender
reasonably believes are made by any Authorized Person. This
paragraph will survive this Agreement's termination, and will
benefit Lender and its officers, employees, and
agents.
12.
DEFINITIONS AND
CONSTRUCTION.
12.1
Definitions. In this
Agreement:
“Account
Balance” means at any time the aggregate of the
Advances outstanding as reflected on the records maintained by
Lender, together with any past due Finance Charges
thereon.
“Account
Debtor” has the meaning in the UCC and includes any
person liable on any Receivable, including without limitation, any
guarantor of any Receivable and any issuer of a letter of credit or
banker’s acceptance assuring payment thereof.
-8-
“Adjustments”
means all discounts, allowances, disputes, offsets, defenses,
rights of recoupment, rights of return, warranty claims, or short
payments, asserted by or on behalf of any Account Debtor with
respect to any Receivable.
“Advance”
means an advance made by Lender to a Borrower under this Agreement
and any deemed Advances with respect
to the FX Sublimit, the Letter of Credit Sublimit and the Cash
Management Sublimit.
“Advance
Rate” means (i) 80% in the case of the Eligible
Receivables and (ii) 40% in the case of the Eligible Inventory, or,
in either case, such greater or lesser percentage as Lender may
from time to time establish in its good faith business discretion
upon notice to Borrower.
“Advance
Request” means a writing in form and substance
satisfactory to Lender and signed by an Authorized Person
requesting an Advance.
“Agreement”
means this Business Financing Agreement.
"Affiliate"
means, as to any person or entity, any other person or entity
directly or indirectly controlling or controlled by, or under
direct or indirect common control with, such person or
entity.
“Authorized
Person” means any one of the individuals authorized to
sign on behalf of a Borrower, and any other individual designated
by any one of such authorized signers.
“Borrowers’
Account” means CHROMADEX,
INC.’s general operating
account maintained with Lender, into which all Advances will be
deposited unless otherwise instructed by a Borrower in
writing.
"Borrowing
Base" means at any time the sum of (i) the Eligible
Receivable Amount multiplied by the applicable Advance Rate plus
(ii) the lesser of (x) the value of Eligible Inventory multiplied
by the applicable Advance Rate or (y) the Inventory Sublimit minus
(iii) such reserves as Lender may deem proper and necessary from
time to time in Lender’s good faith business discretion,
provided that lender shall provide prior written notice to
Borrowers of any such reserves or change in the reserve
requirement.
"Cash Management
Sublimit" means
$50,000.
“Collateral”
means all of each Borrower’s rights and interest in any and
all personal property, whether now existing or hereafter acquired
or created and wherever located, and all products and proceeds
thereof and accessions thereto, including but not limited to the
following (collectively, the “Collateral”):
(a) all accounts (including health care insurance receivables),
chattel paper (including tangible and electronic chattel paper),
inventory (including all goods held for sale or lease or to be
furnished under a contract for service, and including returns and
repossessions), equipment (including all accessions and additions
thereto), instruments (including promissory notes), investment
property (including securities and securities entitlements),
documents (including negotiable documents), deposit accounts,
letter of credit rights, money, any commercial tort claim of a
Borrower which is now or hereafter identified by a Borrower or
Lender, general intangibles (including payment intangibles and
software), goods (including fixtures) and all of each
Borrower’s books and records with respect to any of the
foregoing, and the computers and equipment containing said books
and records; and (b) any and all cash proceeds and/or noncash
proceeds thereof, including without limitation, insurance proceeds,
and all supporting obligations and the security therefore or for
any right to payment. Notwithstanding the foregoing, the Collateral
shall not include more than sixty-five percent (65.0%) of the
presently existing and hereafter arising issued and outstanding
shares of capital stock owned by any Borrower of any subsidiary not
organized under the laws of the United States or any state or
territory thereof or the District of Columbia which shares entitle
the holder thereof to vote for directors or any other
matter.
“Collection
Account” means the deposit account maintained with
Lender which, pursuant to the Lockbox Agreement, all Collections
received in the Lockbox are to be deposited, and as to which
Borrowers have no right to withdraw funds.
“Collections”
means all payments from or on behalf of an Account Debtor with
respect to Receivables.
“Compliance
Certificate” means a certificate in the form attached
as Exhibit A to
this Agreement by an Authorized Person that, among other things,
the representations and warranties set forth in this Agreement are
true and correct as of the date such certificate is
delivered.
“Credit
Limit” means $5,000,000, which is intended to be the
maximum principal amount of Advances at any time
outstanding.
“Default”
means any Event of Default or any event that with notice, lapse of
time or otherwise would constitute an Event of
Default.
“Due Diligence
Fee” means a payment of an annual fee equal to $900
due upon the first anniversary of the date of this
Agreement.
"EBDAS" means
earnings before depreciation, amortization and stock
compensation.
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"Eligible
Inventory" means Inventory (which shall be valued at the
lower of cost determined on an averagecost basis or
forced liquidation value) and which satisfies the following
requirements:
(a)
the Inventory is
owned by a Borrower free of any title defects or any liens or
interests of others except the security interest in favor of
Lender;
(b)
the Inventory is
held for sale or use in the ordinary course of Borrower's business
and is of good and merchantable quality. Display items, raw
materials, work-in-process, parts, samples, and packing and
shipping materials are not eligible. Inventory which is obsolete,
unsalable, damaged, defective, used, discontinued, perishable or
slow-moving, or which has been returned by the buyer, is not
eligible;
(c)
the Inventory is
covered by insurance as required in Section 4.4 of this
Agreement;
(d)
the Inventory has
not been manufactured to the specifications of a particular Account
Debtor;
(e)
the Inventory is
not subject to any licensing agreements which would prohibit or
restrict in any way the ability of Lender to sell the Inventory
(including its packaging) to third parties;
(f)
the Inventory has
been produced in compliance with the requirements of the U.S. Fair
Labor Standards Act (29 U.S.C. §§201 et
seq.);
(g)
the Inventory is
not on consignment;
(h)
the Inventory is
not related to an "undesirable" industry, as determined by Lender
from time to time in its sole discretion;
(i)
the Inventory is
located United States at one of the addresses listed on the first
page hereof, or at a location that has been disclosed to Lender in
this Agreement, the Capital Finance Loan Application or otherwise,
and such locations are the subject of an executed landlord/bailee
waiver in form acceptable to Lender;
(j)
Lender has received
an audit on the Inventory satisfactory to Lender; and
(k)
the Inventory is
otherwise acceptable to Lender.
“Eligible
Receivable” means a
Receivable that satisfies all of the following:
(a)
The Receivable has
been created by a Borrower in the ordinary course of such
Borrower’s business and without any obligation on the part of
such Borrower to render any further performance.
(b)
There are no
conditions which must be satisfied before a Borrower is entitled to
receive payment of the Receivable, and the Receivable does not
arise from COD sales, consignments or guaranteed
sales.
(c)
The Account Debtor
upon the Receivable does not claim any defense to payment of the
Receivable, whether well founded or otherwise.
(d)
The Receivable is
not the obligation of an Account Debtor who has asserted or may be
reasonably be expected to assert any counterclaims or offsets
against any Borrower (including offsets for any “contra
accounts” owed by any Borrower to the Account Debtor for
goods purchased by such Borrower or for services performed for any
Borrower).
(e)
The Receivable
represents a genuine obligation of the Account Debtor and to the
extent any credit balances exist in favor of the Account Debtor,
such credit balances shall be deducted in calculating the
Receivable Amount.
(f)
A Borrower has sent
an invoice to the Account Debtor in the amount of the
Receivable.
(g)
No Borrower is
prohibited by the laws of the state where the Account Debtor is
located from bringing an action in the courts of that state to
enforce the Account Debtor’s obligation to pay the
Receivable. The applicable Borrower has taken all appropriate
actions to ensure access to the courts of the state where Account
Debtor is located, including, where necessary; the filing of a
Notice of Business Activities Report or other similar filing with
the applicable state agency or the qualification by such Borrower
as a foreign corporation authorized to transact business in such
state.
(h)
The Receivable is
owned by a Borrower free of any title defects or any liens or
interests of others except the security interest in favor of Lender
and Permitted Liens, and Lender has a perfected, first priority
security interest in such Receivable.
(i)
The Account Debtor
on the Receivable is not any of the following: (1) an employee,
Affiliate, parent or
subsidiary of a Borrower, or an entity which has common officers or
directors with any Borrower; (2) the U.S. government or any agency
or department of the U.S. government unless the applicable
Borrowers complies with the procedures in the Federal Assignment of
Claims Act of 1940 (41 U.S.C. §15) with respect to the
Receivable, and the underlying contract expressly provides that
neither the U.S. government nor any agency or department thereof
shall have the right of set-off against Borrowers and only then if
the Receivable is deemed eligible by Lender in its sole discretion
on a case-by-case basis; (3) any person or entity located in a
foreign country (other than Canada), unless approved in writing by
Lender; or (4) an Account Debtor as to which 35% or more of the aggregate
dollar amount of all outstanding Receivables owing from such
Account Debtor have not been paid within 90 days from invoice
date.
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(j)
The Receivable is
not in default (a Receivable will be considered in default if any
of the following occur: (i) the Receivable is not paid within
90 days from its invoice date; (ii) the Account Debtor
obligated upon the Receivable suspends business, makes a general
assignment for the benefit of creditors, or fails to pay its debts
generally as they come due; or (iii) any petition is filed by
or against the Account Debtor obligated upon the Receivable under
any bankruptcy law or any other law or laws for the relief of
debtors).
(k)
The Receivable does
not arise from the sale of goods which remain in any
Borrower’s possession or under any Borrower’s
control.
(l)
The Receivable is
not evidenced by a promissory note or chattel paper, nor is the
Account Debtor obligated to any Borrower under any other obligation
which is evidenced by a promissory note.
(m)
the Receivable is
not that portion of Receivables due from an Account Debtor which is
in excess of the lesser of (i) 20% of Borrowers’ aggregate
dollar amount of all outstanding Receivables or (ii) $500,000
(except for Receivables owing from Arizona Nutritional Supplements,
LLC as to which the foregoing amount shall be
$1,000,000).
(n)
The Receivable does
not constitute a retention billing.
(o)
The Receivable does
not constitute a progress billing.
(p)
The Receivable is
not owing from Elysium Health or its affiliates.
(q)
The Receivable is
otherwise acceptable to Lender.
"Eligible Receivable
Amount" means at any
time the sum of the Receivable Amounts of the Eligible
Receivables.
“Event of
Default” has the meaning set forth in Section
7.1.
“Facility
Fee” means a payment of an annual fee equal to $25,000
due upon the date of this Agreement.
“Finance
Charge” means an interest amount equal to the Finance
Charge Percentage of the ending daily Account Balance for the
relevant period.
“Finance Charge
Percentage” means a
floating rate per month equal to the Prime Rate plus 2.50
percentage points plus an additional 5.00 percentage points during
any period that an Event of Default has occurred and is
continuing.
"FX Sublimit"
means $500,000, less any amounts outstanding under the Letter of
Credit Sublimit.
“GAAP”
means generally accepted accounting principles consistently applied
and used consistently with prior practices.
"Inventory"
means and includes all of Borrowers’ now owned or hereafter
acquired goods, merchandise and other personal property, wherever
located, to be furnished under any consignment, arrangement,
contract of service or held for sale or lease, all raw materials,
work in process, finished goods and materials and supplies of any
kind, nature or description which are or might be used or consumed
in Borrowers’ business or used in selling or furnishing such
goods, merchandise and other personal property, and all documents
of title or other documents representing them.
"Inventory
Sublimit" means $1,500,000.
“Lender”
means WESTERN ALLIANCE BANK, an Arizona corporation, and its
successors and assigns.
"Letter of
Credit" has the meaning set forth in Section
1.8.
"Letters of Credit
Obligation" means, at any time, the sum of, without
duplication, (i) the maximum amount available to be drawn on all
outstanding Letters of Credit issued by Lender or by Lender’s
Affiliate and (ii) the aggregate amount of all amounts drawn and
unreimbursed with respect to Letters of Credit issued by Lender or
by Lender’s Affiliate.
-11-
"Letter of Credit
Sublimit" means $500,000, less any amounts outstanding under
the FX Sublimit.
“Lockbox”
is defined in the Lockbox Agreement.
“Lockbox
Agreement” is defined in Section 1.4(a).
"Maintenance
Fee" means the amount equal to 0.05 percentage points per
month of the ending daily Account Balance for the relevant
period.
“Maturity
Date” means two years from the date hereof or such
earlier date as Lender shall have declared the Obligations
immediately due and payable pursuant to Section 7.2.
“Month
End” means the last day of each fiscal month of
Borrower.
“Obligations”
means all liabilities and obligations of Borrowers to Lender of any
kind or nature, present or future, arising under or in connection
with this Agreement or under any other document, instrument or
agreement, whether or not evidenced by any note, guarantee or other
instrument, whether arising on account or by overdraft, whether
direct or indirect (including those acquired by assignment)
absolute or contingent, primary or secondary, due or to become due,
now owing or hereafter arising, and however acquired; including,
without limitation, all Advances, Finance Charges, fees, interest,
expenses, professional fees and attorneys’ fees.
“Overadvance”
means at any time an amount equal to the greater of (a) the amounts
(if any) by which the total amount of the outstanding Advances
(including deemed Advances with respect to the FX Sublimit and the
Letter of Credit Sublimit and the total amount of the Cash
Management Sublimit) exceeds the lesser of the Credit Limit or the
Borrowing Base or (b) the amounts (if any) by which the total
amount of the outstanding deemed Advances with respect to the FX
Sublimit, the Letter of Credit Sublimit or the Cash Management
Sublimit) exceeds Subfacility Maximum.
“Permitted
Indebtedness” means:
(a)
Indebtedness under
this Agreement or that is otherwise owed to Lender.
(b)
Indebtedness
existing on the date hereof and specifically disclosed on a
schedule to this Agreement.
(c)
Purchase money
indebtedness (including capital leases) incurred to acquire capital
assets in ordinary course of business and not exceeding
$500,000 in total
principal amount at any time outstanding.
(d)
Other
indebtedness in an aggregate amount not to exceed $50,000 at any
time outstanding; provided that such indebtedness is junior in
priority (if secured) to the Obligations and provided that the
incurrence of such Indebtedness does not otherwise cause an Event
of Default hereunder.
(e)
Indebtedness
incurred in the refinancing of any indebtedness set forth in (a)
through (d) above, provided that the principal amount thereof is
not increased or the terms thereof are not modified to impose more
burdensome terms upon Borrowers.
(f)
Subordinated
Debt.
“Permitted
Liens” means the following but only with respect to
property not consisting of Receivables or Inventory:
(a)
Liens securing any
of the indebtedness described in clauses (a) through (d) of the
definition of Permitted Indebtedness.
(b)
Liens for taxes,
fees, assessments or other governmental charges or levies, either
not delinquent or being contested in good faith by appropriate
proceedings, provided the same have no priority over any of
Lender’s security interests.
(c)
Liens of carriers,
warehousemen, suppliers, or other persons that are possessory in
nature arising in the ordinary course of business so long as such
liens secure liabilities in the aggregate amount not to exceed
Fifty Thousand Dollars ($50,000.00) and are not delinquent or
remain payable without penalty or are being contested in good faith
and by appropriate proceedings which proceedings have the effect of
preventing the forfeiture or sale of the property subject thereto;
provided the same have no priority over any of Lender’s
security interests.
(d)
Leases or subleases
of real property granted in the ordinary course of Borrower’s
business;
(e)
Non-exclusive
licenses of Intellectual Property granted to third parties in the
ordinary course of business; and
licenses that could not result in a legal transfer of title of the
licensed property but that may be exclusive in respects other than
territory and that may be exclusive as to territory only as to
discrete geographical areas outside of the United States in the
ordinary course of business.
-12-
(f)
Liens incurred in
connection with the extension, renewal or refinancing of the
indebtedness described in clause (e) of the definition of Permitted
Indebtedness, provided that any extension, renewal or replacement
lien shall be limited to the property encumbered by the existing
lien and the principal amount of the indebtedness being extended,
renewed or refinanced does not increase.
(g)
Liens securing
Subordinated Debt.
“Permitted
Transfers” means the conveyance, sale, lease, transfer
or disposition by Borrowers of:
(a)
Inventory in the
ordinary course of business;
(b)
worn-out, surplus
or obsolete Equipment;
(d)
Borrower’s
use or transfer of money or cash in the ordinary course of its
business in a manner that is notprohibited by the terms of this
Agreement; and
(e)
other assets of
Borrower that do not in the aggregate exceed $100,000 during any
fiscal year.
“Prime
Rate” means the greater of (i) 3.50% 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 by Lender as its 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 Lender’s
Prime Rate.
"Quick
Ratio" means the aggregate of
Borrowers’ unrestricted cash, cash equivalents and marketable
securities at Lender plus receivables convertible into cash (net of
uncollectable accounts and affiliate receivables) divided by total
current liabilities including, but not limited to all Obligations
owing from Borrowers to Lender.
“Receivable
Amount” means as to any
Receivable, the Receivable Amount due from the Account Debtor after
deducting all discounts, credits, offsets, payments or other
deductions of any nature whatsoever, whether or not claimed by the
Account Debtor.
“Receivables”
means each Borrower’s rights to payment arising in the
ordinary course of such Borrower’s business, including
accounts, chattel paper, instruments, contract rights, documents,
general intangibles, letters of credit, drafts, and bankers
acceptances.
"Subfacility
Maximum" means $550,000.
“Subordinated
Debt” means indebtedness
of any Borrower that is expressly subordinated to the indebtedness
of such Borrower owed to Lender pursuant to a subordination
agreement satisfactory in form and substance to
Lender.
“Termination
Fee” means a payment
equal to 1.00% of the Credit Limit.
“UCC”
means the California Uniform Commercial Code, as amended or
supplemented from time to time.
12.2
Construction:
(a)
In this Agreement:
(i) references to the plural include the singular and to the
singular include the plural; (ii) references to any gender
include any other gender; (iii) the terms
“include” and “including” are not limiting;
(iv) the term “or” has the inclusive meaning
represented by the phrase “and/or,” (v) unless
otherwise specified, section and subsection references are to this
Agreement, and (vi) any reference to any statute, law, or
regulation shall include all amendments thereto and revisions
thereof.
(b)
Neither this
Agreement nor any uncertainty or ambiguity herein shall be
construed or resolved using any presumption against either
Borrowers or Lender, whether under any rule of construction or
otherwise. On the contrary, this Agreement has been reviewed by
each party hereto and their respective counsel. In case of any
ambiguity or uncertainty, this Agreement shall be construed and
interpreted according to the ordinary meaning of the words used to
accomplish fairly the purposes and intentions of all parties
hereto.
(c)
Titles and section
headings used in this Agreement are for convenience only and shall
not be used in interpreting this Agreement.
-13-
13.
JURY TRIAL WAIVER. THE UNDERSIGNED
ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL
ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE
EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING
HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER
CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF
ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT
OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.
14.
JUDICIAL REFERENCE
PROVISION.
14.1
In the event the
Jury Trial Waiver set forth above is not enforceable, the parties
elect to proceed under this Judicial Reference
Provision.
14.2
With the exception
of the items specified in Section 14.3, below, any controversy,
dispute or claim (each, a “Claim”)
between the parties arising out of or relating to this Agreement or
any other document, instrument or agreement between the undersigned
parties (collectively in this Section, the “Loan
Documents”), will be resolved by a reference
proceeding in California in accordance with the provisions of
Sections 638 et seq. of the California Code of Civil Procedure
(“CCP”),
or their successor sections, which shall constitute the exclusive
remedy for the resolution of any Claim, including whether the Claim
is subject to the reference proceeding. Except as otherwise
provided in the Loan Documents, venue for the reference proceeding
will be in the state or federal court in the county or district
where the real property involved in the action, if any, is located
or in the state or federal court in the county or district where
venue is otherwise appropriate under applicable law (the
“Court”).
14.3
The matters that
shall not be subject to a reference are the following: (i)
nonjudicial foreclosure of any security interests in real or
personal property, (ii) exercise of self-help remedies (including,
without limitation, set-off), (iii) appointment of a receiver and
(iv) temporary, provisional or ancillary remedies (including,
without limitation, writs of attachment, writs of possession,
temporary restraining orders or preliminary injunctions). This
reference provision does not limit the right of any party to
exercise or oppose any of the rights and remedies described in
clauses (i) and (ii) or to seek or oppose from a court of competent
jurisdiction any of the items described in clauses (iii) and (iv).
The exercise of, or opposition to, any of those items does not
waive the right of any party to a reference pursuant to this
reference provision as provided herein.
14.4
The referee shall
be a retired judge or justice selected by mutual written agreement
of the parties. If the parties do not agree within ten (10) days of
a written request to do so by any party, then, upon request of any
party, the referee shall be selected by the Presiding Judge of the
Court (or his or her representative). A request for appointment of
a referee may be heard on an ex parte or expedited basis, and the
parties agree that irreparable harm would result if ex parte relief
is not granted. Pursuant to CCP § 170.6, each party shall have
one peremptory challenge to the referee selected by the Presiding
Judge of the Court (or his or her representative).
14.5
The parties agree
that time is of the essence in conducting the reference
proceedings. Accordingly, the referee shall be requested, subject
to change in the time periods specified herein for good cause
shown, to (i) set the matter for a status and trial-setting
conference within fifteen (15) days after the date of selection of
the referee, (ii) if practicable, try all issues of law or fact
within one hundred twenty (120) days after the date of the
conference and (iii) report a statement of decision within twenty
(20) days after the matter has been submitted for
decision.
14.6
The referee will
have power to expand or limit the amount and duration of discovery.
The referee may set or extend discovery deadlines or cutoffs for
good cause, including a party’s failure to provide requested
discovery for any reason whatsoever. Unless otherwise ordered based
upon good cause shown, no party shall be entitled to
“priority” in conducting discovery, depositions may be
taken by either party upon seven (7) days written notice, and all
other discovery shall be responded to within fifteen (15) days
after service. All disputes relating to discovery which cannot be
resolved by the parties shall be submitted to the referee whose
decision shall be final and binding.
14.7
Except as expressly
set forth herein, the referee shall determine the manner in which
the reference proceeding is conducted including the time and place
of hearings, the order of presentation of evidence, and all other
questions that arise with respect to the course of the reference
proceeding. All proceedings and hearings conducted before the
referee, except for trial, shall be conducted without a court
reporter, except that when any party so requests, a court reporter
will be used at any hearing conducted before the referee, and the
referee will be provided a courtesy copy of the transcript. The
party making such a request shall have the obligation to arrange
for and pay the court reporter. Subject to the referee’s
power to award costs to the prevailing party, the parties will
equally share the cost of the referee and the court reporter at
trial.
14.8
The referee shall
be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California. The
rules of evidence applicable to proceedings at law in the State of
California will be applicable to the reference proceeding. The
referee shall be empowered to enter equitable as well as legal
relief, enter equitable orders that will be binding on the parties
and rule on any motion which would be authorized in a court
proceeding, including without limitation motions for summary
judgment or summary adjudication. The referee shall issue a
decision at the close of the reference proceeding which disposes of
all claims of the parties that are the subject of the reference.
Pursuant to CCP § 644, such decision shall be entered by the
Court as a judgment or an order in the same manner as if the action
had been tried by the Court and any such decision will be final,
binding and conclusive. The parties reserve the right to appeal
from the final judgment or order or from any appealable decision or
order entered by the referee. The parties reserve the right to
findings of fact, conclusions of laws, a written statement of
decision, and the right to move for a new trial or a different
judgment, which new trial, if granted, is also to be a reference
proceeding under this provision.
-14-
14.9
If the enabling
legislation which provides for appointment of a referee is repealed
(and no successor statute is enacted), any dispute between the
parties that would otherwise be determined by reference procedure
will be resolved and determined by arbitration. The arbitration
will be conducted by a retired judge or justice, in accordance with
the California Arbitration Act §1280 through §1294.2 of
the CCP as amended from time to time. The limitations with respect
to discovery set forth above shall apply to any such arbitration
proceeding.
14.10
THE PARTIES
RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS
RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A
REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE,
EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF
ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY
CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF
OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS.
15.
EXECUTION, EFFECTIVENESS,
SURVIVAL. This Agreement
may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a
single contract. This Agreement and the other documents executed in
connection herewith constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this
Agreement. This Agreement shall become
effective upon the execution and delivery hereof by Borrowers and
Lender and shall continue in full force and effect until the
Maturity Date or termination by Borrower pursuant to Section 18 and
thereafter so long as any Obligations remain outstanding hereunder.
Lender reserves the right to issue press releases, advertisements,
and other promotional materials describing any successful outcome
of services provided on Borrowers’ behalf, provided that
Borrower has the opportunity to review and approve any such items
in advance. Each Borrower agrees that Lender shall have the right
to identify Borrower by name in those materials, provided that
Borrower has the opportunity to review and approve any such items
in advance.
16.
OTHER AGREEMENTS. Any security
agreements, liens and/or security interests securing payment of any
obligations of any Borrower owing to Lender or its Affiliates also
secure the Obligations, and are valid and subsisting and are not
adversely affected by execution of this Agreement. An Event of
Default under this Agreement constitutes a default under other
outstanding agreements between any Borrower and Lender or its
Affiliates.
17.
REVIVAL AND REINSTATEMENT OF
OBLIGATIONS. If the incurrence or payment of the Obligations
by any Borrower or any guarantor, or the transfer to Lender of any
property should for any reason subsequently be asserted, or
declared, to be void or voidable under any state or federal law
relating to creditors' rights, including provisions of the United
States Bankruptcy Code relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or
transfers of property (each, a "Voidable
Transfer"), and if Lender is required to repay or restore,
in whole or in part, any such Voidable Transfer, or elects to do so
upon the reasonable advice of its counsel, then, as to any such
Voidable Transfer, or the amount thereof that Lender is required or
elects to repay or restore, and as to all reasonable costs,
expenses, and reasonable attorneys' fees of Lender related thereto,
the liability of Borrowers and such guarantor automatically shall
be revived, reinstated, and restored and shall exist as though such
Voidable Transfer had never been made.
18.
TERM AND TERMINATION. Borrowers have the
right to terminate this Agreement at any time upon no less than 30
days’ notice to Lender and payment in full of the Obligations
(other than inchoate indemnity obligations) including the
Termination Fee (if applicable). Upon such notice and payment in
full of the Obligations (other than inchoate indemnity
obligations), Lender agrees that (i) all guarantees granted to the
Lender as a guarantee for such Obligations shall be automatically
released and discharged, (ii) all of the right, title and interest
(including security interests) of the Lender in and to all of the
Collateral shall automatically be released, discharged and
terminated, (iv) Lender shall execute and deliver to Borrowers any
lien releases, mortgage releases, discharges of security interests,
and other similar discharge or release documents (in recordable
form if applicable) as are necessary to effectuate the termination
and release of the security interests and liens securing the
Obligations, (v) Lender shall return any promissory notes issued by
Borrowers in connection with the credit extended under this
Agreement, duly marked “paid in full” or
“cancelled”, (vi) Lender shall return to Borrowers any
physical Collateral delivered by Borrowers in connection herewith,
and (vii) any Borrower or its designate shall be authorized to file
termination statements with respect to all UCC financing statements
filed by or for the benefit of the Lender against Borrowers in
respect of the Obligations.
19.
PATRIOT ACT NOTIFICATION. Lender hereby
notifies Borrowers that pursuant to the requirements of the USA
Patriot Act, Title III of Pub. L. 107-56, signed into law October
26, 2001 (“Patriot
Act”), Lender is required to obtain, verify and record
information that identifies Borrowers, which information includes
the names and addresses of Borrowers and other information that
will allow Lender to identify Borrowers in accordance with the
Patriot Act.
20.
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.
[Balance
of Page Intentionally Left Blank]
-15-
IN
WITNESS WHEREOF, Borrowers and Lender have executed this Agreement
on the day and year above written.
|
BORROWERS:
|
|
|
|
|
|
CHROMADEX CORPORATION, a Delaware
corporation
|
|
|
|
|
|
|
|
|
|
|
|
By
/s/ Xxxxxx X.
Xxxxxxx
|
|
|
Name:
Xxxxxx X. Xxxxxxx
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
CHROMADEX, INC., a California
corporation
|
|
|
|
|
|
|
|
|
|
|
|
By
/s/ Xxxxxx X.
Xxxxxxx
|
|
|
Name:
Xxxxxx X. Xxxxxxx
|
|
|
Title:
Chief Financial Officer
|
|
|
CHROMADEX ANALYTICS, INC., a Nevada
corporation
|
|
|
|
|
|
|
|
By
/s/ Xxxxxx X.
Xxxxxxx
|
|
Name:
Xxxxxx X. Xxxxxxx
|
|
Title:
Chief Financial Officer
|
|
SPHERIX CONSULTING, INC., a Delaware
corporation
|
|
|
|
|
|
|
|
By
/s/ Xxxxxx X.
Xxxxxxx
|
|
Name:
Xxxxxx X. Xxxxxxx
|
|
Title:
Chief Financial Officer
|
|
Address for
Notices:
|
|
CHROMADEX CORPORATION, on behalf of all Borrowers
|
|
00000
Xxxxxxxxx Xxxx., Xxxxx X
Xxxxxx, XX
00000
Fax:
000-000-0000
|
|
Email:
xxxxx@xxxxxxxxx.xxx
|
|
Attn:
Chief Financial Officer
|
IN
WITNESS WHEREOF, Borrowers and Lender have executed this Agreement
on the day and year above written.
|
LENDER:
|
|
|
|
WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION
|
|
|
|
|
|
|
|
By
/s/ Xxxxx
Xxxxx
|
|
Name:
Xxxxx Xxxxx
|
|
Title:
Associate Vice President
|
|
|
|
Address for
Notices:
|
|
WESTERN ALLIANCE BANK
|
|
00 Xxxxxxx
Xxxx.
|
|
Xxx
Xxxx, XX 00000
|
|
Fax:
(000) 000-0000
|
|
Email:
xxxxx.xxxxx@xxxxxxxxxx.xxx
|
|
Attn:
|
-16-
EXHIBIT A
COMPLIANCE CERTIFICATE
(see
attached)
A-1
COMPLIANCE CERTIFICATE
TO:
WESTERN ALLIANCE
BANK, an Arizona corporation (the
“Lender”)
FROM:
CHROMADEX
CORPORATION, on behalf of all Borrowers
The
undersigned authorized officer of CHROMADEX CORPORATION hereby
certifies on behalf of all Borrowers that in accordance with the
terms and conditions of the Business Financing Agreement between
Borrowers and Lender (the “Agreement”), (i) each
Borrower is in complete compliance for the period ending
_______________ with all required covenants except as noted below
and (ii) all representations and warranties of each Borrower stated
in the Agreement are true and correct as of the date hereof.
Attached herewith are the required documents supporting the above
certification. The Officer further certifies that these are
prepared in accordance with Generally Accepted Accounting
Principles (GAAP) and are consistently applied from one period to
the next except as explained in an accompanying letter or
footnotes.
Please indicate compliance status by circling Yes/No under
“Complies” column.
|
Reporting
Covenant
|
Required
|
Complies
|
|||
|
|
|
|
|
||
|
Consolidated
monthly financial statements and Compliance
Certificate
|
Within
30 days of the end of each calendar month
|
Yes
|
No
|
||
|
|
|
|
|
||
|
A/R
& A/P Agings, Borrowing Base Certificate, Cash Receipts
Journal, Sales Journal, Inventory Schedule and Deferred Revenue
Schedule
|
Monthly
within 15 days thereafter
|
Yes
|
No
|
||
|
|
|
|
|
||
|
Consolidated
annual financial statements (CPA audited)
|
Within
120 days of each FYE
|
Yes
|
No
|
||
|
|
|
|
|
||
|
10K and
10Q reports
|
Within
5 days of SEC filing dates (where applicable)
|
Yes
|
No
|
||
|
|
|
|
|
||
|
A/R
& Collateral Audit
|
Prior
to the initial Advance and annually thereafter
|
Yes
|
No
|
||
|
|
|
|
|
||
|
Board
approved operating projections (including income statements,
balance sheets and cash flow statements)
|
30 days
after the beginning of each fiscal year
|
Yes
|
No
|
||
|
|
|
|
|
||
|
Financial
Covenants
|
Required
|
Actual
|
Complies
|
||
|
|
|
|
|
|
|
|
Quick
Ratio (at all times, measured monthly)
|
0.80 to
1.00
|
______
to 1.00
|
Yes
|
No
|
|
|
|
|
|
|
|
|
|
Performance
to Plan (trailing 12 month, measured quarterly)
|
|
|
|
|
|
|
Revenue
|
At
least 50% of projections
|
_____________
|
Yes
|
No
|
|
|
|
|
|
|
|
|
|
EBDAS
|
At
least 50% of projections
|
_____________
|
Yes
|
No
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
Deposits
held at Western Alliance Bank:
$
|
|||||
|
Deposits
held outside of Western Alliance Bank:
$
|
|||||
|
|
|||||
|
|
|
|
|
|
|
|
Comments Regarding Exceptions: See Attached.
|
BANK USE ONLY
|
||||
|
|
|
||||
|
|
Received
by:
|
||||
|
Sincerely,
|
AUTHORIZED
SIGNER
|
||||
|
|
|
||||
|
CHROMADEX
CORPORATION, on behalf of all Borrowers
|
Date:
|
||||
|
|
|
||||
|
|
Verified:
|
||||
|
SIGNATURE
|
AUTHORIZED
SIGNER
|
||||
|
|
|
||||
|
|
|
||||
|
|
Date:
|
||||
|
TITLE
|
|
||||
|
|
Compliance
Status
|
Yes
|
No
|
||
|
|
|
||||
|
DATE
|
|
||||
A-2
Schedules to Business Financing Agreement
“Permitted
Indebtedness”
1.
ChromaDex, Inc. and
ChromaDex Analytics, Inc. currently have following capital
leases:
|
Original
Amount
|
Maturity
|
Current
Balance (1)
|
Monthly
Payment (2)
|
Collateral
|
Creditor
|
|
$38,151
|
Oct,
2016
|
$781
|
$787
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$50,787
|
Dec,
2016
|
$3,106
|
$1,051
|
Phone
System
|
CIT
Financial Services
|
|
$18,996
|
Nov,
2017
|
$4,956
|
$369
|
Laboratory
Equipment
|
Thermo
Xxxxxx Finance
|
|
$116,122
|
Dec,
2017
|
$34,118
|
$2,422
|
Laboratory
Equipment
|
US
Bank
|
|
$55,729
|
June,
2018
|
$21,776
|
$1,160
|
Laboratory
Equipment
|
US
Bank
|
|
$53,549
|
Sep,
2018
|
$23,902
|
$1,076
|
Laboratory
Equipment
|
Susquehanna
Commercial
|
|
$76,615
|
Sep,
2018
|
$34,875
|
$1,592
|
Laboratory
Equipment
|
M2
Lease Fund
|
|
$222,629
|
Xxx,
0000
|
$122,049
|
$4,524
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$100,175
|
Oct,
2019
|
$66,406
|
$2,031
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$303,933
|
Jan,
2019
|
$188,151
|
$7,420
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$39,000
(3)
|
Sep,
2019
|
$39,000
|
$1,250
|
Laboratory
Equipment
|
Quantum
Analytics
|
(1)
Current balance is
estimated as of September 15, 2016 and consists of principal
only.
(2)
Monthly payment
amounts include principal and interest.
(3)
A new capital lease
entered into in Sep, 2016. This is an estimated
amount.
A-3
“Permitted
Liens”
ChromaDex, Inc. and
ChromaDex Analytics, Inc. currently have following capital leases,
and there are liens on the equipment being leased:
|
Original
Amount
|
Maturity
|
Current
Balance (1)
|
Monthly
Payment (2)
|
Collateral
|
Creditor
|
|
$38,151
|
Oct,
2016
|
$781
|
$787
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$50,787
|
Dec,
2016
|
$3,106
|
$1,051
|
Phone
System
|
CIT
Financial Services
|
|
$18,996
|
Nov,
2017
|
$4,956
|
$369
|
Laboratory
Equipment
|
Thermo
Xxxxxx Finance
|
|
$116,122
|
Dec,
2017
|
$34,118
|
$2,422
|
Laboratory
Equipment
|
US
Bank
|
|
$55,729
|
June,
2018
|
$21,776
|
$1,160
|
Laboratory
Equipment
|
US
Bank
|
|
$53,549
|
Sep,
2018
|
$23,902
|
$1,076
|
Laboratory
Equipment
|
Susquehanna
Commercial
|
|
$76,615
|
Sep,
2018
|
$34,875
|
$1,592
|
Laboratory
Equipment
|
M2
Lease Fund
|
|
$222,629
|
Xxx,
0000
|
$122,049
|
$4,524
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$100,175
|
Oct,
2019
|
$66,406
|
$2,031
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$303,933
|
Jan,
2019
|
$188,151
|
$7,420
|
Laboratory
Equipment
|
Quantum
Analytics
|
|
$39,000
(3)
|
Sep,
2019
|
$39,000
|
$1,250
|
Laboratory
Equipment
|
Quantum
Analytics
|
(1)
Current balance is
estimated as of September 15, 2016 and consists of principal
only.
(2)
Monthly payment
amounts include principal and interest.
(3)
A new capital lease
entered into in Sep, 2016. This is an estimated
amount.
A-4
