0001493152-21-018971 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • August 9th, 2021 • 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”.

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Settlement and Release AGREEMENT
Settlement and Release Agreement • August 9th, 2021 • 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.

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AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “Amendment”).
Loan Agreement • August 9th, 2021 • 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”);

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 9th, 2021 • 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”.

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INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • August 9th, 2021 • 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”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 9th, 2021 • 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”).

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SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT
Loan Agreement • August 9th, 2021 • 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”),

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FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the “First Amendment”),
Loan Agreement • August 9th, 2021 • 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”);

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LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower
Loan Agreement • August 9th, 2021 • 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”);

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THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the “Third Amendment”),
Loan Agreement • August 9th, 2021 • 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”);

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 9th, 2021 • 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”.

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HAND MD DISTRIBUTION AGREEMENT (Canada)
Distribution Agreement • August 9th, 2021 • 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.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 9th, 2021 • 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:

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FOCUSFactor DISTRIBUTION AGREEMENT (Canada)
Distribution Agreement • August 9th, 2021 • 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.

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CONSULTING AGREEMENT
Consulting Agreement • August 9th, 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”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 9th, 2021 • Synergy CHC Corp. • Medicinal chemicals & botanical products • Delaware

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 22, 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”.

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AMENDMENT AND CONFIRMATION AGREEMENT
Amendment and Confirmation Agreement • August 9th, 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.

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SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT
Sales and Marketing Consultant and Distribution Agreement • August 9th, 2021 • 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:

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AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender – and – SYNERGY CHC CORP. as Borrower
Loan Agreement • August 9th, 2021 • 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”);

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LOAN AMENDMENT AGREEMENT
Loan Amendment Agreement • August 9th, 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”),

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AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014
Merger Agreement • August 9th, 2021 • 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.

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