Article1 interpretation

FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the “First Amendment”),

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”);

WHEREAS Synergy has requested an additional loan in the principal amount of Five Million Five Hundred Thousand United States Dollars (US$5,500,000) (the “Additional Loan”);

WHEREAS the Lender and Synergy desire to amend the Loan Agreement to, inter alia, provide for the Additional Loan on the terms and conditions set forth herein;

NOW, THEREFORE, IN CONSIDERATION of these presents and of the mutual covenants hereinafter contained, the parties have agreed as follows:

Article 1

interpretation

In this First Amendment, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement as if amended to include the amendments set out in this First Amendment.

Article 2

amendments

The Borrower and the Lender hereby agree to amend the Loan Agreement as follows:

“2015 First Warrant” means that certain common share stock purchase warrant to be executed by the Borrower and the Lender to give effect to the Lender’s 2015 Immediate Equity issuance.

“2015 Second Warrant” means that certain common share stock purchase warrant to be executed by the Borrower and the Lender to give effect to the Lender’s 2015 Equity.

“Additional Loan” means the loan to the Borrower by the Lender in the principal amount of Five Million Five Hundred Thousand United States Dollars (US$5,500,000) pursuant to the First Amendment.

“Borrower” means Synergy CHC Corp. (formerly known as Synergy Strips Corp.) a corporation incorporated under the laws of the State of Nevada together with all of its Subsidiaries and also includes their respective permitted successors and assigns.

“Breakthrough” means Breakthrough Products, Inc.

“Breakthrough Acquisition” means the acquisition by the Borrower of all the issued and outstanding shares of Breakthrough Products, Inc.

“Business” means the business of the Borrower including the manufacture, distribution, sale of consumer health products, including the products known as Synergy Strips, Flat Tummy Tea and UrgentRX Products.

“Equity Financing” means the completion, on or prior to the first anniversary of the Second Closing Date, of an offering or offerings of the Borrower’s equity securities or securities convertible into equity securities of at least Two Million Dollars in the aggregate.

“First Amendment” means the First Amendment to this Agreement entered into as of the 12th day of November, 2015.

“Lender’s 2015 Equity” means the issuance to the Lender of a ten (10) year warrant to purchase 5% of the common shares of the Borrower, on a fully diluted basis after giving effect to the Lender’s 2015 Immediate Equity and to both the Breakthrough Acquisition and the Nomad Acquisition, at a price per share equal to $0.70, including a full ratchet clause pegged at $0.70 a share.

“Lender’s 2015 Immediate Equity” means the issuance to the Lender, for no additional consideration, of such number of common shares of the Borrower that will result in the Lender receiving, on a fully diluted basis and after giving effect to (i) the Breakthrough Acquisition, (ii) the Nomad Acquisition, and (iii) the Lender’s 2015 Equity, 6.5% of the common shares of the Borrower, which shares will not be subject to any trading restrictions, other than as required under Applicable Law. For clarity, these shares are in addition to shares of Borrower currently being held by Lender.

“Lender’s Nomad Distribution Agreement” means the proposed license and distribution agreement among the Borrower, Nomad and the Lender by which (i) Lender shall have exclusive distribution rights to all products of Nomad including the “Flat Tummy Tea” products, in each of Canada, Israel, Romania, Russia and Sub Saharan Africa, and (ii) Lender shall sublicense the direct-to-consumer channel for the said territory back to Nomad for a royalty equal to sixty percent (60%) of Gross Sales.

“Loan” means, as the context requires, both the Original Loan and the Additional Loan, collectively.

“Maturity Date” means: (i) with respect to the Original Loan, January 17, 2017 and (ii) with respect to the Additional Loan, November 11, 2017.

“Nomad” means Nomadchoice Pty Ltd (ABN 41 160 729 939).

“Nomad Acquisition” means the acquisition by the Borrower of all the issued and outstanding shares of Nomad.

“Nomad Guarantee” means a guarantee agreement satisfactory to the Lender executed by Nomad in respect of the Obligations.

“Nomad Purchase Agreement” means that certain Stock Purchase Agreement dated November 12, 2015 among the Borrower, Nomad, TPR Investments Pty Ltd CAN 128 396 654, as trustee for Polmear Family Trust, Timothy Polmear and Rebecca Polmear, effecting the Nomad Acquisition.

“Nomad Security Documents” means the Security Documents to be granted by Nomad in respect of the Nomad Guarantee.

“Nomad Vendors” means the vendor’s of the shares of Nomad pursuant to the Nomad Acquisition.

“Original Loan” means the loan to the Borrower by the Lender in the principal amount of Six Million United States Dollars (US$6,000,000) pursuant to this Agreement.

“Repayment Schedule” means the Amended and Restated Schedule of Repayment of principal of the Original Loan and the Additional Loan attached this Amendment as Schedule A.

“Second Closing Date” means November 12, 2015 or such other date on which the Additional Loan is made concurrently with the closing of the Nomad Acquisition.

“Warrant” means the 2015 First Warrant and the 2015 Second Warrant, together or separately, as the context requires.

“Loan Documents” is hereby amended to include this First Amendment, any additional, amended or restated Loan Documents delivered to the Lender in connection with this First Amendment or otherwise in connection with the Loan Agreement, including any Loan Document delivered to the Lender as general continuing collateral security for the payment and performance of the present and future Obligations (including obligations relating to the Additional Loan), as well as any amendments, replacements, supplements or other modifications hereto or thereto or any other documents or instruments contemplated hereby or thereby.

“Permitted Debt” is amended to include:

“(vi) Debt of a maximum of AUD$3,500,000 that may be owed to the Nomad Vendors pursuant to the Nomad Purchase Agreement.”

“Subject to the terms and conditions of this Agreement and the other Loan Documents, the Lender agrees to loan to the Borrower in lawful money of the United States the Additional Loan on the terms hereof and the Borrower hereby irrevocably authorizes the Lender to make the Additional Loan on the terms hereof. The Additional Loan shall bear interest as set forth in Section 4.1 of this Agreement.

The Additional Loan shall be disbursed in two tranches. The first tranche of Three Million Two Hundred Fifty Thousand United States Dollars (US$3,250,000) shall be disbursed upon the satisfaction of the conditions precedent set forth in Section 3.1 of this Agreement.

The balance of the Additional Loan, being Two Million Two Hundred Fifty Thousand United States Dollars (US$2,250,000) shall be disbursed upon satisfaction of the conditions precedent set forth in Section 3.2 of this Agreement.”

“The Maturity Date of the Additional Loan shall be November 11, 2017.”

“Subject to the terms hereof, the Borrower may prepay the outstanding principal of the Additional Loan any time following the first anniversary of the Second Closing Date. Such prepayments may only be for a minimum amount of One Million Dollars ($1,000,000) and in additional increments of One Million Dollars ($1,000,000) unless the entire Additional Loan is being prepaid in full. Such prepayment must be accompanied by a prepayment fee of five percent (5%) of the amount of the Additional Loan being prepaid at that time.”

“the interest rate otherwise payable pursuant to Section 4.1 plus five percent (5%)” and replacing same by “twenty percent (20%)”

“Commencing with the six (6) month period ending on June 30, 2016, and for each six (6) month period ending on the last day of each Fiscal Quarter thereafter, Borrower shall maintain a minimum EBITDA of One Million Dollars ($1,000,000).”

Article 3

CONDITIONS PRECEDENT & closing date

The effectiveness of this First Amendment and the Lender’s obligation to fund the Additional Loan amount shall be subject to following conditions precedent having been met to the satisfaction of the Lender, or, alternatively, waived in writing by the Lender:

provided that if and to the extent that any Loan Document or other condition precedent set forth in this Section 3.1 and relating specifically and solely to Breakthrough or the Breakthrough Acquisition is not delivered at or prior to the Second Closing Date, then same shall instead become a condition precedent to the Lender advancing the second tranche of the Additional Loan as set forth in Section 3.2 and shall not be a waiver of such unfulfilled condition.

The effectiveness of the Lender’s obligation to fund the second tranche of the Additional Loan amount, as set forth in Section 2.1.4 of this Agreement, shall be subject to following conditions precedent having been met to the satisfaction of the Lender, or, alternatively, waived in writing by the Lender:

This First Amendment shall automatically be terminated on November 18, 2015 if the conditions precedent set forth under Section 3.1 have not been met.

Article 4

MISCELLANEOUS

Each of the Borrower and the Lender shall, from time to time hereafter and upon any reasonable request of the other party, execute and deliver such further agreements and documents and do all such other acts and things as may be necessary or appropriate to give effect to the foregoing.

Time shall be of the essence of this First Amendment.

If any provision of this First Amendment is found by final judgment of a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision (or part thereof, as the case may be) shall be severable and such finding shall not affect the validity or enforceability of the remainder of such provision or of any other provision hereof.

This First Amendment shall enure to the benefit of and be binding upon the parties hereto and their permitted assigns.

This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

In the event of any conflict or inconsistency between the terms and conditions of this First Amendment and the terms and conditions of any other Transaction Document, including the Loan Agreement, the terms and conditions of this First Amendment shall prevail and be paramount to the extent of such conflict or inconsistency.

This First Amendment will be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

The parties acknowledge that they have requested that this First Amendment and all ancillary documents be drawn up in the English language only. Les parties reconnaissent avoir exigé que cette convention ainsi que tous les documents y reliés soient rédigés en anglais seulement.

(signature page follows)

IN WITNESS WHEREOF the parties hereto have duly executed this First Amendment as of the date and at the place first hereinabove set forth.