Modification Agreement, dated June 14, 2023, by and among Sanders Morris Harris, LLC, Mr. Don A. Sanders and Synergy CHC Corp

Exhibit 10.36

MODIFICATION AGREEMENT

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”).

RECITALS;

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

The Company and the Representative, on behalf of the Noteholders and Mr. Sanders, hereby agree to modify the terms of the SPA and the Notes and the Sanders Note as set forth on Exhibit “A” appended hereto and each term set forth on Exhibit “A” hereby amends the applicable term in the SPA and/or the Notes or Sanders Note (as applicable) without any further action on the part of the Noteholders or Don A. Sanders (as applicable) or the Company. The Noteholders and Mr. Sanders, and the amount of their respective notes (as amended by Exhibit “A”) are set forth on Appendix “A” under the column entitled “Accumulated Investment Balance Dec 31, 2022” as of the date hereof and shall be entitled to the interest and loan renegotiation fee and other terms set forth on Exhibit “A”. Exhibit “A” and Appendix “A” are both incorporated herein and made a part of this Agreement for all purposes. Synergy acknowledges and agrees that Sanders Morris Harris LLC has the requisite power and authority to act on behalf of the Noteholders and Mr. Sanders, as the case may be, and agree to be bound by any agreements, amendments, modifications or waivers under this Agreement or any other agreement associated with the Transaction Agreements.

To the extent that the terms of Exhibit “A” and Appendix “A” conflict with the terms of the SPA, the Notes, the Warrants or any document or agreement relating thereto (between the Noteholders and the Company), the terms of Exhibit “A” shall control.

To the extent that the Representative believes, that the Company needs to enter into, and deliver, a new or substitute promissory note and/or warrant with any or all of the investors set forth in Appendix “A” to effect the changes set forth in this Agreement, the Company shall enter into a promissory note and/or warrant (as the case may be) with any such investor in the form originally entered into in connection with the SPA, with modifications necessary to conform to the terms of this Agreement.

To the extent that Mr. Jack Ross, individually, shall be obligated to issue and execute any warrants pursuant to Section 6 of Exhibit “A”, Mr. Ross hereby, in his individual capacity, agrees to do so and viii execute and deliver execute warrants in form and substance satisfactory to both the Representative and Mr. Ross pursuant to Section 6 of Exhibit “A”. By signing below, Mr. Ross agrees to be bound by this Section 1.4.

The Company hereby acknowledges and agrees that the Representative and each Noteholder has timely elected to take the Cash Option (as defined in the Warrant) under the Warrants and agrees to add such Cash Option, along with unpaid and accrued interest, to the principal balance of the Notes as of December 31, 2022 such that the new principal amount as of December 31, 2022 for each Noteholder is as set forth in the column entitled “Accumulated Investment Balance Dec 31, 2022” on Appendix “A”. Upon execution of this Agreement and the continued performance of the SPA, the Notes (as modified by this Agreement) and the terms of this Agreement, the Company shall be deemed to be in compliance with the terms of the SPA, the Notes, the Sanders Note and each other Transaction Agreement (hereafter defined), unless there is an Event of Default after the day hereof as set forth below.

For purposes of this Agreement, a “Default” shall exist if any one or more of the following events shall occur:

(a) On or after the date hereof, the Company fails to pay or perform when due any principal, interest or other obligation under the Note or Sanders Note (in each case, as modified by this Agreement) or any other indebtedness of the Company; or

(b) The Company defaults in the performance of any of its other covenants or agreements contained in the SPA (as modified by this Agreement), the Notes (as modified by this Agreement) and the Sanders Note as updated per Exhibit “A”;

The term of this Agreement shall commence as of the date hereof, and shall terminate upon the date on which all Notes and Sanders Note, and all accrued and unpaid interest thereon, have been repaid in their entirety and all warrants issued by Mr. Jack Ross, if any.

This Agreement (together with the SPA, the Warrants, the Note, the Sanders Note and all documents associated therewith) (collectively, the “Transaction Agreements”) set forth the entire understanding between the parties hereto and supersedes all prior and contemporaneous understandings and agreements between the parties, with respect to the subject matter hereof. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied in the Transaction Agreements, and that no other understanding, agreement, statement or promise not contained in the Transaction Agreements shall be valid or binding as between the Noteholders and Mr. Don A. Sanders (who are represented herein by the Representative) and the Company with respect to the subject matter hereof. To the extent that any provision of the Agreement and Exhibit “A” and Appendix “A” conflict with the terms of any other Transaction Agreement, the terms of this Agreement and Exhibit “A” and Appendix “A” shall govern.

This Agreement may not be orally changed or modified. All changes or modifications to any of the Transaction Agreements, or the waiver of any terms or conditions herein, shall be in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

No delay or failure to exercise any remedy or right occurring upon any breach or default shall be construed as a waiver of such remedy or right, nor shall it affect any subsequent default of a same or different nature.

No Party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party.

All of the provisions herein contained shall be binding upon and inure to the benefit of the respective successors of the parties hereto to the same extent as if such successors were in each case named as a party to this Agreement.

Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid parties thereof eliminated.

At any time and from time to time, each party shall, without further consideration, take such actions and to execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement.

The paragraph captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope of this Agreement, nor the intent of any provision thereof.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but which, taken together, shall constitute one Agreement. The Parties may deliver executed counterpart signature pages to this Agreement by facsimile transmission, by electronic mail in .pdf form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, and such delivery shall have the same effect as physical delivery of the paper document bearing an original signature.

This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of conflicts, of the State of Texas applicable to agreements made and to be performed in such State and the applicable federal laws of the United States of America.

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Mr. Jack Ross, individually, agrees to be bound by Section 1.4 only

EXHIBIT A

BINDING LOAN AGREEMENT

June 14th, 2023

Omitted Exhibits and Schedules*

Schedule A – Synergy CHC Corp., Sanders Group & Sanders Personal Repayment Schedule