OMNIBUS AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES
Exhibit 99.1
OMNIBUS AMENDMENT TO
This
Omnibus Amendment to Note Purchase Agreement and Convertible
Promissory Notes (this
“Amendment”),
dated as of June 30, 2019 (the “Effective
Date”), by and among ChromaDex Corporation, a Delaware corporation (the
“Company”), and
the note holders identified on the signature pages hereto (the
“Holders”),
amends and modifies (i) that certain Note Purchase Agreement, dated
May 9, 2019, by and among the Company and the Holders (as it may be
amended from time to time, the “Purchase
Agreement”) and (ii) the Convertible Promissory Notes
issued by the Company to the Holders pursuant to the Purchase
Agreement (the “Notes”).
RECITALS
A. The
Company and the Holders now wish to amend the Purchase Agreement to
remove the restriction on the Company issuing Common Stock (as
defined in the Purchase Agreement) during the Restricted Period (as
defined in the Purchase Agreement).
B. The
Company and the Holders now wish to amend all of the Notes to
extend the Maturity Date (as defined in the Notes) from July 1,
2019 to August 15, 2019.
AGREEMENT
In
exchange for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as
follows:
1. Amendment to Purchase Agreement. Section
4.8 of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“Intentionally
Omitted.”
2. Amendment to Notes. Section 2(a) of each
of the Notes is hereby amended and restated in its entirety as
follows:
“(a) Subject
to conversion as provided for elsewhere in this Note, the entire
unpaid principal amount and all unpaid accrued interest under this
Note shall be due and payable to Holder on August 15, 2019 (the
“Maturity Date”). Principal and interest due hereunder
shall be paid in lawful money of the United States of America in
immediately available federal funds or the equivalent. All payments
made hereunder shall first be applied to interest then due and
payable and any excess payment shall then be applied to reduce the
principal amount.”
3. Governing Law. This Amendment shall be governed by and construed
under the laws of the State of New York, as applied to agreements
among New York residents, made and to be performed entirely within
the State of New York, without giving effect to conflicts of laws
principles.
4. Entire Agreement. This Amendment
constitutes the full and entire understanding among the parties
regarding the subject matter in this Amendment, the Purchase
Agreement and the Notes.
5. Amendment Limited. Other than as set
forth in this Amendment, all of the terms and conditions of the
Purchase Agreement and Notes will continue in full force and
effect.
6. Counterparts. This Amendment may be
executed in counterparts, each of which will constitute an
original, but all of which, when taken together, will constitute
but one agreement.
[Signature Pages Follow]
In Witness Whereof, the parties have executed this
Omnibus
Amendment to Note Purchase Agreement and Convertible Promissory
Notes as of the Effective Date.
COMPANY:
CHROMADEX CORPORATION
By:
/s/ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
Chief
Executive Officer
In Witness Whereof, the parties have executed this
Omnibus
Amendment to Note Purchase Agreement and Convertible Promissory
Notes as of the Effective Date.
HOLDER:
Winsave Resources Limited
By:
/s/ ▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇
Director
In Witness Whereof, the parties have executed this
Omnibus
Amendment to Note Purchase Agreement and Convertible Promissory
Notes as of the Effective Date.
HOLDER:
Pioneer Step Holdings Limited
By:
/s/ ▇▇ ▇▇▇▇ Bun
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇
Bun ▇▇▇▇▇▇▇
Authorized
Signatory