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”).
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.
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.
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:
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 • 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:
LOAN AMENDMENT AGREEMENTLoan Amendment Agreement • June 28th, 2024 • 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”),
AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014Agreement and Plan of Merger • 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.
AMENDMENT AND CONFIRMATION AGREEMENTAmendment and Confirmation Agreement • June 28th, 2024 • 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.
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”);
HAND MD DISTRIBUTION AGREEMENT (Canada)Hand Md • 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.
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
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”).First Amendment 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”);
Master Vendor AgreementMaster Vendor Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • California
This Master Vendor Agreement (“Agreement”) is hereby entered into this July 26, 2022, (the “Effective Date”) by and between iHerb, LLC, whose principal place of business is located at 17400 Laguna Canyon Road, Suite 400, Irvine, CA 92618 (“iHerb”), and Synergy CHC Corp. whose principal place of business is located at 865 Spring Street, Westbrook, Maine 04092 (“Vendor”).
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”.
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”.
DISTRIBUTION, LICENSE AND SUPPLY AGREEMENTDistribution, License and Supply 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 )
SENIOR SUBORDINATED DEBENTURE DUE SEPTEMBER 8, 2022Synergy CHC Corp. • June 28th, 2024 • Medicinal chemicals & botanical products • Texas
THIS SENIOR SUBORDINATED DEBENTURE is one of a series of duly authorized and validly issued Senior Subordinated Debentures of Synergy CHC Corp., a Nevada corporation (the “Company”), having its principal place of business at 865 Spring Street, Westbrook, Maine 04092, designated as its Senior Subordinated Debenture due September 8, 2022 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
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”.
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”),
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.
MODIFICATION AGREEMENTModification Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Texas
THIS MODIFICATION AGREEMENT (this “Agreement”), is made and entered into effective as of this 14th day of June, 2023, by and among SANDERS MORRIS HARRIS, LLC, in its capacity as representative of the Noteholders (defined below) and Mr. Don A. Sanders (the “REPRESENTATIVE”), Don A. Sanders and SYNERGY CLIC CORP., a Nevada corporation (the “COMPANY”), (each a “Party” and collectively the “Parties”).
SIXTH AMENDMENT AGREEMENT entered into as June 6, 2024 (this “Sixth Amendment”),Sixth Amendment Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
WHEREAS the Borrower and the Lender (then known as Knight Therapeutics (Barbados) Inc., a corporation formed under the laws of Barbados) 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 and the amendment to the first amending agreement dated December 3, 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, as amended by a second amendment to the amended and restated loan agreement dated March 27, 2019, as amended by a third amendment to the amended and restated loan agreement dated May 8, 2020, as amended by a fourth amendment to the amended and restated loan agreement dated July 7, 2022 and as amended by a fifth amendment to the amended and restated loan agreement dated as of September 30, 2023 (such agreement, as amended, restated, amended and restated or otherwise modifi
FIFTH AMENDMENT AGREEMENT entered into as of September 30, 2023 (this “Fifth Amendment”),Fifth Amendment Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.);
FOURTH AMENDMENT AGREEMENT entered into as of the July 7, 2022 (the “Fourth Amendment”),Fourth Amendment Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • New York
BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.);
THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the “Third Amendment”),Third Amendment 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”);
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”);
MODIFICATION AGREEMENTModification Agreement • June 28th, 2024 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Texas
THIS MODIFICATION AGREEMENT (this “Agreement”), is made and entered into effective as of this 31st day of March, 2024, by and among SANDERS MORRIS HARRIS, LLC, in its capacity as representative of the Noteholders (defined below) and Mr. Don A. Sanders (the “REPRESENTATIVE”) and SYNERGY CHC CORP., a Nevada corporation (the “COMPANY”), (each a “Party” and collectively the “Parties”).
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:
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”.
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.
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”).
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”).
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”);
