WARRANT TO PURCHASE SHARES OF COMMON STOCK of CHROMADEX CORPORATION

Exhibit 4.1

Warrant

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.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
of
CHROMADEX CORPORATION

This certifies that, for value received, [_______________________________], or its registered assigns (“ Holder ”), is entitled, subject to the terms set forth below, to purchase from ChromaDex Corporation, a Delaware corporation (the “ Company ”), shares (the “ Warrant Shares ”) of Common Stock, $0.001 par value per share, of the Company (“ Common Stock ”), subject to adjustment as set forth herein, at an exercise price (the “ Exercise Price ”) of $3.00 per Warrant Share, subject to adjustment as set forth herein. This Warrant is one of a number of similar Warrants being issued by the Company in connection with the Company’s assumption and continuation of its wholly owned subsidiaries offering of securities pursuant to the terms of the Confidential Private Placement Memorandum dated December 20, 2007 and all supplements and amendments thereto (the “ PPM ”).

1.  Term of Warrant . Subject to the terms and conditions set forth herein, this Warrant shall only be exercisable, in whole or in part, during the period (the “ Exercise Period ”) beginning on the date hereof (the “ Effective Date ”) and ending on the fifth anniversary of the Effective Date.

2.  Exercise of Warrant .

a. Subject to the terms and conditions set forth herein, the purchase rights represented by this Warrant are exercisable by the Holder in whole or in part, at any time, or from time to time, during the Exercise Period, by the surrender of this Warrant and a notice of exercise in the form attached hereto as Annex A (the “ Notice of Exercise ”) duly completed and executed by or on behalf of the Holder, at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder), and upon payment of the Exercise Price for each of the Warrant Shares to be issued pursuant to such exercise (i) in cash or other immediately available funds or (ii) by a cashless exercise in accordance with Section 2(c). This Warrant may not be exercised for less than 500 Warrant Shares at a time (or such lesser number of Warrant Shares which may then constitute the maximum number purchasable pursuant to this Warrant); such number being subject to adjustment for stock splits, stock dividends, mergers, reclassifications, recapitalizations and the like, occurring on or after the date hereof.

b. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within 20 days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of Warrant Shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of Warrant Shares for which this Warrant may then be exercised.

c. Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant through the payment of the Exercise Price with cash or other immediately available funds, the Holder may elect to receive Warrant Shares with a value equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

For purposes of the above calculation, the fair market value of one Warrant Share shall mean, if the Common Stock is traded on a national securities exchange, the Nasdaq Market System or the over-the-counter market, the average of the last reported sales price on the trading day immediately preceding the date of valuation at which the Common Stock has traded on such national securities exchange, the Nasdaq Market System or the average of the bid and asked prices on the over-the-counter market on the date of valuation. If the Common Stock is not publicly traded, the fair market value per Warrant Share shall be determined by the Board of Directors of the Company based upon the fair market value of the Warrant Share if the Company were to be sold as a going concern and without regard to any discount for the lack of liquidity or on the basis that the relevant securities do not constitute a majority or controlling interest in the Company.

3.  No Fractional Shares or Scrip . No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant. In lieu of any fractional Warrant Shares to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the fair market value (as defined above) of one Warrant Share multiplied by such fraction.

4.  Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

5.  Rights as Stockholders . The Holder, as a holder of this Warrant, shall not be deemed the holder of Warrant Shares for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised as provided herein.

6. Transfer of Warrant .

a.  Warrant Register . The Company will maintain a register (the “ Warrant Register ”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change its address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

b.  Transferability and Nonnegotiability of Warrant . This Warrant may not be transferred or assigned in whole or in part without compliance with (i) Section 4 (Right of First Refusal) of the Subscription Agreement dated _______________, 200__, by and between Holder and the Company, and (ii) all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to such compliance, title to this Warrant may be transferred by endorsement by the Holder executing the assignment form attached hereto as Annex B (the “ Assignment Form ”) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

c.  Exchange of Warrant Upon a Transfer . Upon surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to compliance with the other provisions of this Section 6, the Company at its expense shall issue to or on the order of the transferee a new warrant or warrants of like tenor, in the name of the transferee or as the transferee may direct, for the number of Warrant Shares then issuable upon exercise hereof.

7.  Reservation of Shares . The Company covenants that, during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares of Common Stock to provide for the issuance of all Warrant Shares issuable upon the exercise of this Warrant and, from time to time,