EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of April 2008, by and between CHROMADEX, INC., a California corporation (“Employer”), and FRANK L JAKSCH, JR. (“Employee”).
TAG-ALONG AGREEMENTTag-Along Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Mississippi
THIS TAG-ALONG AGREEMENT, dated effective as of December 31, 2005 is made and entered into by and among FRANK LOUIS JAKSCH, SNR. & MARIA JAKSCH, Trustees of the Jaksch Family Trust, MARGERY GERMAIN, LAUREN GERMAIN, EMILY GERMAIN, LUCIE GERMAIN, FRANK LOUIS JAKSCH JR. (each, individually, a “Founder” and collectively, the “Founders”), CHROMADEX, INC., a California corporation (the “Company”) and THE UNIVERSITY OF MISSISSIPPI RESEARCH FOUNDATION, a Mississippi nonprofit corporation (the “Shareholder”).
AGREEMENT AND PLAN OF MERGER by and among CODY RESOURCES, INC., CDI ACQUISITION, INC. and CHROMADEX, INC. May 21, 2008Merger Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS AGREEMENT AND PLAN OF MERGER is entered into as of May 21, 2008 by and among CODY RESOURCES, INC., a Nevada corporation (“Parent”), CDI ACQUISITION, INC., a California corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and CHROMADEX, INC., a California corporation (the “Company”).
Option AgreementOption Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Option Agreement (the “AGREEMENT”) is made between the BOARD OF REGENTS (“BOARD”), of the UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, and ChromaDex (“OPTIONEE”), a corporation, with its principal place of business at 2952 Daimler St., Santa Ana, CA 92705.
LICENSING AGREEMENT NUTRACEUTICAL STANDARDSLicensing Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Mississippi
THIS AGREEMENT is made and entered into by and between The University of Mississippi, an education and research institution chartered under the laws of the State of Mississippi, with a principal address at University, Mississippi 38677 (“UNIVERSITY”) and ChromaDex, Inc. an incorporated company with a principal address at 8 Garzoni Aisle, Irvine California, 92606 (“CHROMADEX”).
ANNEX A FORM OF PROMISSORY NOTE Promissory NotePromissory Note • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Note shall be due and payable in full, and shall be non-interest bearing provided that Borrower timely repays the entire principal sum owing, on or before the Maturity Date. If this Note is not paid in full when due, Borrower shall pay interest on the overdue principal at the rate of one and one half percent (1 1/2%) per month beginning January 1, 2009 until all amounts outstanding under this Note have been paid in full, or at the maximum rate permitted by applicable law, whichever is less. Interest shall be computed on the basis of the actual number of days outstanding on the basis of a year consisting of 360 days. Borrower may prepay this Note without premium or penalty. All payments received on account of this Note shall be first applied to accrued and unpaid interest, if any, and the remainder shall be applied to the reduction of principal.
RAILHEAD PARTNERS L.L.C. P.O.B. 358 NEDERLAND, CO 80466 303/258-3577Lease Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This letter shall serve as Amendment 1 to the Lease Agreement dated October 26, 2001, as amended and assigned, by and between ChromaDex Analytics, Inc. as Tenant and Railhead Partners LLC, as Landlord.
INVESTOR’S RIGHTS AGREEMENTInvestor's Rights Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS INVESTOR’S RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), is entered into effective as of the 31st day of December, 2005, by and between ChromaDex, Inc., a corporation authorized and existing pursuant to the laws of the state of California (the “Corporation”), and The University of Mississippi Research Foundation, a Mississippi nonprofit corporation (the “Shareholder”).
ChromaDex, Inc. Restricted Stock Purchase Agreement under the 2007 Equity Incentive PlanRestricted Stock Purchase Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
A Purchaser holds a notice of grant of right to purchase stock dated _____ (the “Notice of Grant”) to purchase shares of Common Stock (“Common Stock”) of the Company (the “Purchase Right”) pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”); and
CHROMADEX, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (Incentive Stock Option or Nonstatutory Stock Option)Stock Option Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Chromadex, Inc., a California corporation (the “Company”), has granted you an option under its 2007 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Form of WarrantWarrant Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS WARRANT AND ANY SECURITIES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THE WARRANT AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND THE LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION, OR AN EXEMPTION THEREFROM, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
August 19, 2005 LICENSE AGREEMENT Between L & J BECVAR, L.P. LICENSOR And CHROMADEX, INC. LICENSEELicense Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New Mexico
THIS AGREEMENT (“Agreement”) is effective as of the date of the last signature hereto (“Effective Date”) between L & J Becvar, L.P., a limited partnership organized and existing under the laws of Texas, having a place of business at El Paso, Texas (“Licensor”) and ChromaDex, Inc., a corporation organized and existing under the laws of California, having a place of business at Santa Ana, California (“Licensee”).
ContractEquity-Based License Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Amendment Agreement to the Equity-based License Agreement between ChromaDex, Inc. and Bayer Innovation Beteiligungsgesellschaft mbH dated October 25/26, 2001
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • June 24th, 2008 • Cody Resources, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This STOCK REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of June 2008, by and between ChromaDex, Inc., a California corporation (the “Corporation”), and Bayer Innovation GmbH (formerly named Bayer Innovation Beteiligungsgesellschaft mbH), a German corporation (“Shareholder”).
