SECURITY AGREEMENTSecurity Agreement • March 29th, 2013 • ChromaDex Corp. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT, dated as of March 28, 2013 (this “Agreement”), is by and between NEUTRISCI INTERNATIONAL INC., a corporation incorporated pursuant to the laws of the Province of Alberta (the “Company”), and CHROMADEX CORPORATION, a corporation incorporated pursuant to the laws of the state of Delaware (together with its successors and assigns, the “Secured Party”).
ContractConvertible Note • March 29th, 2013 • ChromaDex Corp. • Medicinal chemicals & botanical products • New York
THIS NOTE AND THE SHARES OF SERIES I PREFERRED SHARES ISSUABLE UPON CONVERSION HEREOF AND THE CLASS A COMMON SHARES ISSUABLE UPON THE CONVERSION OF THE SERIES I PREFERRED SHARES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THE SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. DELIVERY OF THE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THESE SECURITIES ARE BEING SOLD AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW NOTE CERTIFICATE REPRESENTING THE SECURITIES, BEARING NO LEGEND, T
ROYALTY AGREEMENTRoyalty Agreement • March 29th, 2013 • ChromaDex Corp. • Medicinal chemicals & botanical products • New York
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows:
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 29th, 2013 • ChromaDex Corp. • Medicinal chemicals & botanical products • New York
SUBSIDIARY GUARANTEE, dated as of March 28, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Chromadex Corporation, a Delaware corporation (together with its permitted assigns, the “Vendor”) pursuant to that certain Asset Purchase and Sale Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Vendor and the NeutriSci International Inc., a corporation formed pursuant to the laws of the Province of Alberta, Canada (the “Company”).
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase Agreement • March 29th, 2013 • ChromaDex Corp. • Medicinal chemicals & botanical products • New York
NEUTRISCI INTERNATIONAL INC, a corporation incorporated pursuant to the laws of the Province of Alberta (hereinafter called the “Purchaser”)
