SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • August 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
Synergy CHC Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), of the Company and also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Nevada
This Indemnification Agreement (the “Agreement”) is made and entered into as of , 2024 between Synergy CHC Corp., a Nevada corporation (the “Company”), and ____________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2022, between Synergy CHC Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers” or a “Subscriber” or “Subscribers”).
Synergy CHC Corp. [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2022 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
The undersigned understands that you, as representative (the “Representative”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule A to such agreement (collectively, the “Underwriters”), with Synergy CHC Corp, a Nevada corporation (the “Company”), providing for a public offering (the “Offering”) of shares (the “Shares”) of common stock of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-1 filed or to be filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Delaware
This Contribution Agreement (the “Agreement”) is made effective as of the 18th day of August, 2015 (the “Effective Date”) among Hand MD, LLC, a California limited liability company (“Seller”); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a “Principal Owner”); Synergy CHC Corp., a Nevada corporation (“Synergy”); and Hand MD Corp., a Delaware corporation (“Hand MD”). Hand MD, Synergy, Principal Owners and Seller are sometimes referred to collectively as the “Parties” and individually as a “Party”.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • North Carolina
This Settlement and Release Agreement (“Agreement”) by and between Synergy CHC Corp., a Nevada corporation (“Releasor”), the former shareholders (the “Shareholders”) of Breakthrough Products, Inc., a Delaware corporation (the “Company”), URX ACQUISITION TRUST, a Delaware statutory trust (the “Trust”), on its own behalf and as the representative of the Shareholders, David T. Leyrer (“Leyrer”), Michael Valentino (“Valentino”), Ron Fugate (“Fugate”), and Randall Kaplan (“Kaplan”, and collectively with Leyrer, Valentino, Fugate, the “Former Directors”) is dated and effective as of the 17th day of December, 2015.
AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “Amendment”).Loan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Quebec
WHEREAS Synergy (then known as Synergy Strips Corp.) and the Lender are parties to that certain loan agreement (as amended by the First Amendment, the “Loan Agreement”) made as of the 21st day of January, 2015, pursuant to which the Lender has extended a loan to Synergy in the principal amount of Six Million United States Dollars (US$6,000,000) as amended by a first amendment to the loan agreement made as of November 12, 2015 (the “First Amendment”) pursuant to which the Lender has extended an additional loan to Synergy in the principal amount of Five Million Five Hundred Thousand United States Dollars (US$5,500,000) (the “Additional Loan”);
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • North Carolina
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the “Company”), URX ACQUISITION TRUST, a Delaware statutory trust, (the “Trust”), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (“Eisenberg”), the other shareholders of the Company listed on Exhibit A (Eisenberg and such other shareholders being sometimes collectively referred to as the “Sellers,” and individually as a “Seller”), and Synergy CHC Corp., a Nevada corporation (the “Buyer”). Company, Trust, Sellers, and Buyer are sometimes referred to collectively as the “Parties” and individually as a “Party”.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT, effective August 18, 2015 (the “Effective Date”), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (“Synergy”) and HAND MD CORP., a corporation incorporated under the laws of Delaware (“Hand”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Delaware
THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (“Buyer”); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company “Seller”); and (C) CDG Holdings, LLC, a Delaware limited liability company (the “Member”).
DISTRIBUTION AGREEMENT (Remaining Territories)Distribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia.
SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENTLoan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products
The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the “Second Amendment Agreement”),
FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the “First Amendment”),Loan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Quebec
WHEREAS Synergy (then known as Synergy Strips Corp.) and the Lender are parties to that certain loan agreement (the “Loan Agreement”) made as of the 21st day of January, 2015, pursuant to which the Lender has extended a loan to Synergy in the principal amount of Six Million United States Dollars (US$6,000,000) (the “Original Loan”);
LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as BorrowerLoan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS LOAN AGREEMENT is made with effect as of the 21st day of January, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (the “Borrower’ ) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados, and one or more Persons to whom the foregoing or their permitted assigns may from time to time assign an interest in the Loan Documents (as defined below) (collectively, the “Lender”);
DISTRIBUTION AGREEMENT (Canada)Distribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SNEAKY VAUNT CORP. (“SVC”), a corporation formed under the laws of Delaware.
THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the “Third Amendment”),Loan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Quebec
WHEREAS the Borrower and the Lender are parties to that certain loan agreement made as of the 21st day of January, 2015, as amended by a first amending agreement dated November 12, 2015, as amended and restated as of the 9th day of August, 2017, as amended by a loan amendment agreement to the amended and restated loan agreement dated May 14, 2018 and as amended by a second amendment to the amended and restated loan agreement dated March 27, 2019 (such agreement, as amended, restated, amended and restated or otherwise modified from time to time as of the date hereof, the “Loan Agreement”);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the “Seller”), Timothy Polmear and Rebecca Polmear (collectively, the “Principal Owners”), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited company (the “Company”), and Synergy CHC Corp., a Nevada corporation (the “Buyer”). Buyer and Seller are sometimes referred to collectively as the “Parties” and individually as a “Party”.
HAND MD DISTRIBUTION AGREEMENT (Canada)Distribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant, contract and agree as follows:
FOCUSFactor DISTRIBUTION AGREEMENT (Canada)Distribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada.
CONSULTING AGREEMENTConsulting Agreement • September 20th, 2021 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2015 (the “Effective Date”), by and between Synergy CHC Corp., a Nevada corporation (the “Company”), and Kara Harshbarger (the “Consultant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 16, 2015, is by and among Synergy Strips Corp. (the “Buyer”); Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principal Owner”); and, for purposes of Article XIV hereof, Jack Ross (“Guarantor”). The Buyer, Seller, Principal Owners and Guarantor are sometimes referred to collectively as “Parties” and individually as a “Party”.
DISTRIBUTION, LICENSE AND SUPPLY AGREEMENTDistribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (“Synergy”) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (“Knight )
AMENDMENT AND CONFIRMATION AGREEMENTAmendment and Confirmation Agreement • October 22nd, 2021 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of the State of Nevada, and BREAKTHROUGH PRODUCTS, INC. (“Breakthrough”), a corporation formed under the laws of Delaware.
SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENTSales and Marketing Consultant and Distribution Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • California
This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (“Consultant”) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (“the Company”). The undersigned hereby agree to the following terms and conditions:
AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender – and – SYNERGY CHC CORP. as BorrowerLoan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT is made with effect as of the ninth (9th) day of August, 2017, by and between SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada (the “Borrower”) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados, and one or more Persons to whom the foregoing or its permitted assigns may from time to time assign an interest in the Loan Documents (as defined below) (collectively, the “Lender”);
Merchant Loan AgreementMerchant Loan Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Utah
This Merchant Loan Agreement (“Agreement”), dated as of the Effective Date (as defined below) is between WebBank, a Utah-chartered industrial bank (“Lender,” “We”, “Us” or “Our”), and Synergy CHC Corp (“Borrower,” “You”, or “Your”). The parties agree to the following terms and conditions, which create a binding legal relationship:
SUBSCRIPTION AGREEMENTSubscription Agreement • April 30th, 2013 • Oro Capital Corporation, Inc. • Metal mining
Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing __________________________________________________ (__________) shares of Common Stock of ORO CAPITAL CORPORATION (the “Company”) at a price of $0.04 per share (the “Subscription Price”).
LOAN AMENDMENT AGREEMENTLoan Amendment Agreement • September 20th, 2021 • Synergy CHC Corp. • Medicinal chemicals & botanical products
LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the “First Amendment Agreement”),
ContractCommon Stock Purchase Warrant • November 18th, 2015 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO REGISTRATION OF TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH ACT DOES NOT APPLY.
AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014Merger Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of April 7, 2014, by and among Oro Capital Corporation, a Nevada corporation (“Parent”), Synergy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SUPPLIER AGREEMENTSupplier Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Arkansas
This Supplier Agreement (“Agreement”) between the party listed below (“Supplier”) and Wal−Mart Stores, Inc., Wal−Mart Stores East, LP, Wal−Mart Stores East, Inc., Wal−Mart Stores Texas, LP, Sam’s West, Inc., Sam’s East, Inc. and affiliates (hereinafter referred to collectively as “Company”) sets forth Supplier’s qualifications and the general terms of the business relationship between Company and Supplier. The parties agree that all sales and deliveries of all Merchandise (as defined below) by Supplier to Company and all Orders (as defined below) by Company will be covered by and subject to the terms of this Agreement, the Standards for Suppliers (which is attached and incorporated by reference) and any Order signed or initialed (electronically or otherwise) by an Authorized Buyer (as defined below) for Company. This Agreement becomes effective on the date shown above and remains effective for the term set forth herein. The execution and submission of this Agreement does not impose upo
ContractBasic Vendor Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Total owed: Loan amount: Repayment rate:Loan Agreement • September 20th, 2021 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Maine
This Loan Agreement (“Agreement”), dated as of the Funding Date (as defined below) is between Shopify Capital Inc., a Virginia Corporation (“Lender,” “We,” “Us” or “Our”), which is an affiliate of Shopify Inc., a Canadian Corporation, and Synergy CHC Corp (“Borrower,” “You,” or “Your”). The parties hereto, intending to be legally bound hereby, agree to the following terms and conditions:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 16th, 2017 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
This Executive Employment Agreement (this “Agreement”) is entered into on October 10, 2017 and will be effecitve as of October 16, 2017 (“Effective Date”), by and between Synergy CHC Corp., a Nevada corporation (the “Company”), and Jeffrey Kadanoff (the “Executive”).
